Professional Documents
Culture Documents
Shalby Annual Report 2017 18 F PDF
Shalby Annual Report 2017 18 F PDF
ANNUAL REPORT
Passion
Perfection
Performance
Contents
A. Corporate Overview
B.
In this annual report, we have disclosed
forward-looking information to enable
investors comprehend our prospects
and take informed investment decisions. Statutory Reports
33 77
This report and other statements –
written and oral – that we periodically
produce/publish, may contain
forward-looking statements that set
33 Management Discussion and Analysis
out anticipated results based on the
management’s plans and assumptions. 40 Directors’ Report
We have tried wherever possible to 66 Corporate Governance Report
identify such statements by using words
such as ‘anticipates’, ‘estimates’, ‘expects’,
‘projects’, ‘intends’, ‘plans’, ‘believes’
C.
and words of similar substance in
connection with any discussion of future
performance. We cannot guarantee
that these forward-looking statements Financial Statements
78 233
would be fully realised, although we
believe we have been prudent in our
assumptions. The achievement of results
is subject to risks, uncertainties and 78 Standalone
even inaccurate assumptions. If known
or unknown risks or uncertainties 158 Consolidated
materialise, or if underlying assumptions
prove inaccurate, actual results could
D.
vary materially from those anticipated,
estimated or projected. We undertake
no obligation to publicly update any
forward-looking statements, whether Notice
234 240
as a result of new information, future
events or otherwise.
The healthcare business in India is
undergoing a paradigm shift.
Gone are the days when healthcare
comprised mainly of Government
and Charitable institutes. Today,
private healthcare delivery is one
of the biggest opportunity and
growing rapidly.
Driven by fast-growing and affluent middle-class demanding quality
healthcare, increasing government spends and the unprecedented
surge of insurance players, the healthcare sector today presents a
colossal opportunity.
Our legacy
Established in 1994 by
Knowing our founder Zimmer Inc., USA. His list of awards and
Dr. Vikram I. Shah in Dr. Vikram Shah, a renowned orthopaedic accolades include:
Ahmedabad, Gujarat, surgeon, with higher education from Felicitated at Times group ‘Man of
Shalby started its prestigious universities in the UK and the Year’ award for his outstanding
Europe, is the founder and has been
journey as a tertiary and the Chairman and Managing Director
contributions in the field of orthopaedic
with 1,00,000 joint replacement surgeries
quaternary healthcare of Shalby Limited since inception. He at Shalby group of hospitals (2018)
service provider with heads the Orthopaedics Department at
Double Helical Award for the innovation
Shalby Hospital. His list of innovations are
an aim to provide easy exemplary. In 2011, Dr. Shah innovated
of the ‘0 Technique’ (2017)
and affordable yet the zero ‘0 technique’ that has resulted Hercules Award – The Gujarat Innovation
Society (2014)
qualitatively consistent in the reduction of surgery time from 2.5
hours to 22 minutes and patients’ hospital Nilkanth Patang Nagar Pratibha Award
healthcare services stay from 15 days to 3 days. He innovated – AMC and Dharmadev Infrastructure
to patients across the OS Needle, which is thick bore reverse (2012)
economic segments. cutting needle used in attaching soft Pathbreaking services in the field of Joint
tissues to the bone. Before this innovation, Replacement and Orthopaedic Surgery
surgeons had to use complicated soft tissue for 15 years – Rotary International (2009)
procedures that had a very high failure
Outstanding work in the medical field by
rate. This OS Needle can be easily attached
Ahmedabad Medical Association (2005)
with the commonly available vicryl thread.
Besides being CMD at Shalby, Dr. Shah has Dr. B. C. Roy International Award for Joint
held many other prestigious positions. In Replacement Surgery (2003)
2009-10 he was the President of Indian Stewarded by one of the doyens
Society of Hip & Knee Surgeons (ISHKS) of the Indian healthcare industry,
and is currently a part of joint international Dr. Vikram Shah and ably assisted by a
faculty for development of new joints by team of qualified professionals, Shalby
Today’s Shalby
Over the past two decades, Shalby has grown from one
multi-specialty hospital in 2007 to 11 multi-specialty
hospitals across different states in India. Shalby is world Our Mission
renowned for its strength in orthopaedics procedures such Leveraging global leadership in
Joint replacement to establish
as complex joint replacement surgeries and along with it, it multi-specialty care across
has focussed on developing itself in the fields of tertiary and geographies
quaternary specialties like cardiology, neurology, oncology,
bariatrics, liver and renal transplants etc. With such sustained
growth, the Company not just cemented its reputation in
Our Vision
India, as one of the leading multi-specialty chain of hospitals,
Exceeding expectation
but also made its presence felt outside India in countries like from health
Ethiopia, Kenya, Tanzania, UAE, Bangladesh and Cambodia
among others through its outpatient clinics (OPDs) and
Shalby Arthroplasty Centre of Excellence (SACEs) - shared
surgery centres within third-party hospitals.
constantly explores ways and means foothold in western and central India with with 317 consultants and 386 doctors
to enhance offtake, optimize its capex its 11 multi-specialty hospitals. Further, consisting of 353 full time and 33 part
and opex expenses, widen reach and the Company has made its presence felt time along with more than 500 outsourced
deploy technologies that bolster cost- across 35 cities in 9 different states in India staff. The Company over the years has
competitiveness. with its 40 operational outpatient clinics successfully conducted more than 1,00,000
whereas the Company’s SACE services are surgeries, provided healthcare services
The result: Shalby has conducted more
operational in 7 cities spread across 6 states to more than 12,00,000 patients and has
than 1,00,000 surgeries, and provided
in India. Shalby’s international footprint is successfully conducted 15% (in terms
healthcare services to more than 12,00,000
spread across Africa, UAE, Bangladesh and of market share) of all joint replacement
patients (1,60,000+ inpatients and
Cambodia consisting of 6 outpatient clinics surgeries conducted by corporate hospitals
10,40,000+ outpatients). Shalby grew its in India in 2016.
and 1 SACE in Africa, 2 SACE in the UAE and
revenue 85 times since FY 2004-05.
1 outpatient clinic each in Bangladesh and Where we are listed
Where we are Cambodia. Company has embarked on the Shalby’s shares are listed and actively
Headquartered in Ahmedabad, India, journey of setting up new multi-specialty traded on the Bombay Stock Exchange
Shalby has its presence both within hospitals in Western and Central India. (BSE) and National Stock Exchange (NSE)
India and abroad through its network of in India, with a market capitalization of
hospitals, Outpatient Clinics and SACE Our capacities
11 multi-specialty hospitals of Shalby with ` 2,207.18 crore as on March 31, 2018. The
located in India, Africa, Middle East, promoters held 79.41% of the Company’s
a total capacity of 2,012 beds with a team
Bangladesh and Cambodia. equity capital at the close of FY 2017-18.
strength of 3,400+ consisting of 2,223
Focussing majorly on the Tier I and Tier employees comprising of 865 nurses, 368
II cities, Shalby already has a strong paramedical and 990 support staff along
Particulars 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18
Bed Capacity (Nos.) 228 228 228 308 674 674 907 1,295 2,012 2,012
Operational Beds
194 194 194 235 443 455 593 823 781 1,150
(Nos.)
Bed utilisation 85% 85% 85% 76% 66% 68% 65% 64% 39% 57%
Patients treated 24,539 40,268 52,069 64,901 1,26,267 1,42,590 1,45,968 1,73,449 1,91,223 2,55,937
ARPOB (`) 27,169 27,014 31,443 36,296 40,838 39,349 39,904 34,173 32,671 31,564
Total Revenue
745 1,030 1,332 1,685 2,307 2,610 2,776 2,927 3,305 3,923
(` Mn)
International
12 8 96 126 126 140 187 128 139 131
Revenue (` Mn)
Domestic Revenue
733 1,022 1,236 1,559 2,181 2,470 2,589 2,799 3,166 3,792
(` Mn)
EBIDTA (` Mn) 107 142 262 439 482 660 687 579 778 925
EBIDTA 14% 14% 20% 26% 21% 25% 25% 20% 24% 24%
2018
“Times Man of the
Year“ award from TOI to
Dr. Vikram I. Shah
“The Luminary” award from
Divya Bhaskar, a leading
vernacular daily published
from Ahmedabad to
Dr. Vikram I. Shah and
Dr. Darshini Shah for their
contributions in the fields
of Orthopaedics and Dental
Implantology, respectively.
2017
“Best CSR Initiative in
Healthcare” award for
the project “Healthcare
at Doorsteps” at the 7th
Healthcare Leaders Forum,
New Delhi.
1994
Multi-specialty hospital
2008-09 2017-18
5.5x Bed capacity
2008-09 2017-18
8.8x
2 11 228 2,012
Facilitating the extension of our presence from Facilitating larger market share and mindshare.
West India to Western, Northern and Central India.
Revenue (` in Mn)
2008-09 2017-18
5.3x EBITDA (` in Mn)
2008-09 2017-18
8.6x
745 3,923 107 925
Facilitating the long-term sustainable growth Facilitating to earn one of the highest margins in
of the Company. the Industry.
2008-09 2017-18
Doctors
2008-09 2017-18
8.2x
` 27,169 ` 31,564 47 doctors 386 doctors
Facilitating to earn one of the highest revenue per bed Facilitating the creation of diverse capabilities.
in the industry.
2008-09 2017-18
10.2x Successfully conducted surgeries
2008-09 2017-18
6.3x
24,500+ 2,50,000+ 2,750 17,554
Facilitating the creation of trust among patients. Facilitating the creation of patient’s trust and build
a strong brand image.
2008-09 2017-18
16.2x Net Debt / Cash (` in Mn)
2008-09 2017-18
457 7,383 10 Net Debt 27 Net Cash
Facilitating consistent and focussed capacity creation. Facilitating consistent and largely debt-neutral
capacity growth.
affordable healthcare services, at Shalby, we tried true that the public healthcare system is under a
lot of pressure largely owing to that fact that it
services to the people to offer world-class yet has to cater to a large number of people because
across the globe by affordable healthcare services of the ever-growing population. Moreover, with
the majority of them living below the poverty
innovating, adapting and facilities to our patients. line comes the question of affordability. The
severe imbalance between the urban and the
and imbibing world’s Thus emerging amongst the rural public healthcare system, lack of healthcare
best technologies. largest and most profitable spending on the part of the government and lack
of professional doctors and other paramedic staff
multi-specialty healthcare have compounded the problem further. ~50% of
Dr. Vikram Shah organisation in FY 2017-18. all villagers in India have no or very little access
to proper healthcare facilities. These numbers,
Chairman and Managing Director,
albeit unsettling, do indicate that if one can attain
Shalby Limited and Head of the
the right mix of services along with an affordable
Department of Orthopaedics cost structure, there’s an ocean of opportunities
for the organised players in the sector to explore.
Access to capital has been one of the biggest service providers and the service seekers. The which does not involve any fixed rentals, has
roadblocks to the growth of the Indian National Health Protection Mission is the largest further enabled us to keep the set-up cost
healthcare sector. Today, the Indian Government government-funded healthcare programme in within check.
spends only ~1% of its GDP on healthcare, which the world and would cover ~100 million poverty-
is among the lowest globally for any country. stricken families in the country with insurance We focussed on the optimal usage of the real
Along with building highways, firing up our policies of up to ` 5 lakh per family per year for estate by cutting down on common areas and
power plants and ensuring there is a roof over meeting secondary and tertiary medical care empty spaces, thus resulting in 30% more beds
every Indian’s head, there is a need to focus on expenses. Other factors like rising income levels, to accommodate patients. In terms of equipment
healthcare in the country. a growing Indian middle class, a steadily ageing sourcing, we follow the cost-to-quality strategy,
population and changing attitudes towards which enables us to source more equipment
Consider the following facts and preventive healthcare are expected to provide using the allocated budget compared to
figures just the impetus that the industry needs. others. We follow a ‘no star doctor’ policy which
Ensuring healthcare delivery through traditional has enabled us to reduce our operational
methods will require additional investments of Year under review costs per bed substantially. Sizeable cash in hand
USD 245 billion by the year 2034. From a macro perspective, we are seeing
means that we can grow organically and with the
substantial transformations transpiring across
This amount can be reduced by USD 90 billion option of equity dilution, our dependency on
India. With the advent of modernised cities,
by focussing on preventive care, leveraging debt is minimal.
increasing per capita income, growing demand
technology to deliver care and shifting care from for better lifestyle from the youth population As a result, we see Shalby progressively emerge
hospitals to homes. of India and increasing penetration level of as one of the highest revenue generators within
There’s a 22% shortage in terms of primary the health insurance among others, there has our industry space by boosting revenues and
health centres and 32% in terms of community been a growing demand for quality healthcare margins on the one hand and reducing our
health centres. services across different segments and susceptibility to risks on the other.
regions which earlier were associated with the
~50% of beneficiaries travel more than 100 affluent class only. It resulted in consistent Road ahead
kilometres to access quality healthcare services. double digit growth for the industry in the last Increasing trust of our discerning patients
couple of years. in the Shalby brand has translated into this
India has only 1.1 beds per 1,000 people
compared to the global average of 2.7. overwhelming performance of the Company.
This favourable industry scenario led to a
Moreover, at Shalby, we believe that the time
70% of India’s healthcare infrastructure is satisfactory performance. Our revenues grew
has now come to leverage our competitiveness
concentrated in the top-20 cities. by nearly 20% in FY 2017-18 from ` 3,305 mn
in the wake of the changing mindset of
in FY 2016-17 to ` 3,923 mn as occupancy grew
At Shalby, we believe that in a world with vast by 23.6%. the government. And there are a number of
healthcare inequities, our presence is justified immediate factors underlining our optimism.
by making healthcare accessible. Shalby, a force to reckon with A couple of initiatives on the part of the
To synergistically diversify into the other ancillary government like National Health Protection
Thereby making it possible for patients to reach verticals, at Shalby, we have strategically forayed Mission, proposing ` 5 lakh family insurance
us with convenience, address the core problem into other relevant areas which are at their coverage to poor 100 million families, Aadhaar
of extensive healthcare underpenetration nascent stages of their product lifecycles. This will card a health identifier and FDI in healthcare
and make India a healthier place to live in. enable us to maintain our profitability on a long- among others have really raised the hopes and
term basis. For instance, Shalby is a pioneer in the opened a wide horizon for everyone to explore.
(Source: PWC Report, Funding Indian Healthcare)
field of joint replacements in India and accounts
Prospects of the industry for a 15% share of all joint replacement surgeries This renewed optimism in the country is
The Indian Government is finally taking some in India today conducted by the corporate expected to result in growing demand for good
concrete steps towards bolstering the industry. private players. healthcare services. The entire Shalby team with
Some of the recent announcements like its wide multi-locational footprint, increased
At Shalby, we have been able to reduce
increased budgetary allocation towards the capacities and strong brand value, would work
our capex costs substantially by opting for
healthcare sector, encouraging FDI policies, relentlessly to entrench our presence in every
an in-house team of architects, engineers
reduction in customs duties and other taxes and interior designers, who can design as demand pocket and encash on the emerging
on life-saving equipment and the allocation of per the requirements of the management. opportunities. We also plan to foray into new
USD 10 billion for healthcare facilities across In an industry, where most players are horizons and make fresh investments, thus
India (under the National Health Protection moving up and strengthening our presence
heavily reliant on external consultants,
Mission), among others can prove to be across the value chain. At Shalby, we expect
the average capex cost goes up to ~` 80
beneficial for the industry. that the complement of these initiatives will
lakh. Shalby has managed to set up equally
The real tangible change which has been highly equipped, well-furnished facilities at materially enable the Company to sustain its revenue
appreciated by all the players across the industry lower cost. We are able to construct 30- momentum, enhance margins and create
is the change in Indian Government’s mindset as 40% more beds on a given piece of land attractive value proposition in the hands of all
they try to transform themselves from a service without compromising room size. This has our stakeholders. I would also like to take this
provider to an insurer. The National Health subsequently allowed us to achieve one opportunity to place on record our heartfelt
Protection Mission is an apt example of this of the highest ROEs and ROCEs within our gratitude to our valued shareholders and all
changing mindset. If it’s properly implemented, space and break even faster compared to our other partners and associates for their continued
it would create a win-win scenario for both the peers. Our asset-light revenue sharing model, support and faith in Shalby.
Niche Experience
15% 24 years
Percentage (out of the total) of joint Rich industry experience of Shalby
replacement surgeries conducted by corporate
hospitals performed by Shalby, highest among
all the private healthcare players
budget-2018-19/news/budget-2018-insufficient-
plants and ensuring there is a home for spend, as a proportion of gross domestic allocation-health-sector-heathcare-scheme/
everyone, there is also a need to focus on product (GDP) China spends 5.6 times story/269449.html
healthcare in the country. more and US 125 times more than India2 2
https://www.firstpost.com/india/indias-
Growing geriatric population, skilled India still accounts for 16% of the global healthcare-sector-a-look-at-the-challenges-
share of maternal deaths and 27% of and-opportunities-faced-by-81-3-billion-
labour shortage, inequality in healthcare industry-3544745.html
availability and accessibility, and lack global new-born deaths3
3
PWC Report. Funding Indian healthcare
of affordability owing to dearth of Deaths continue to occur due to 4
https://timesofindia.indiatimes.com/life-style/
infrastructure has further worsened communicable diseases, with 22% of
health-fitness/health-news/non-communicable-
the situation. global TB incidence in India diseases-cause-61-of-deaths-in-india-who-report/
India’s non-communicable disease articleshow/60761288.cms
Historically, healthcare delivery in
burden continues to expand and is 5
ttps://www.dailypioneer.com/sunday-edition/
h
India was primarily under the purview agenda/opinion/address-indias-growing-
responsible for ~60% of deaths in India2
of the government or was mostly run healthcare-costs.html
by charitable organisations or trustee With a count of 48.2 million, India has
boards. Although the government has the highest population of children Split of population and doctors
secondary and tertiary care facilities, it is stunted (low height for age) due to
the private sector that runs a majority of malnutrition, who grow up to be less
secondary, tertiary and quaternary care healthy and productive4
facilities. Private facilities are also majorly
Out-of-pocket (OOP) expenditure
concentrated in and around Tier I and constitutes >60% of all health expenses, Urban 34%
Tier II cities. compared to 13.4% in the US, 10%
Percentage Rural 66%
in the UK and 54% in China, and is a of Population
Despite the dominance of the private major drawback in a country like
sector in the Indian healthcare industry, a India where a large segment of the
majority of the population who lives below population is poor
the poverty line are still heavily dependent ~ 63 million people fall into poverty each
on the under-financed and under-staffed year due to lack of financial protection
public healthcare system for its healthcare for their healthcare needs5
needs. As a result, incidents of death Urban 67%
With a 22% shortage of primary health
owing to unintended medical negligence
centres and 32% shortage of community Percentage of Rural 33%
are a common phenomenon especially in
health centres, it is estimated that 50% Doctors
the rural areas.
of beneficiaries travel more than 100
Key numbers kilometres to access quality care5
Today, the Indian Government spends India has only 1.1 beds per 1,000 (Sources: PwC, Lancet, Global Tuberculosis Report,
only about 1.15% of its GDP on population compared to the world WHO Global Status Report on NCDs, World Bank Data,
healthcare, which is among the lowest average of 2.9 National Health Policy Draft, Rural Health Statistics)
180 million
Indians get affected by
painful joint conditions
Changing dynamics of the Indian role of the government as a payer rather Along with the government’s push,
healthcare industry than a provider in the secondary and the other factors that are expected to
Healthcare in India is complex due to tertiary care space. This scheme isn’t drive change in the Indian healthcare
the multi-layered architecture. There are just a proof of the transformation of the industry are:
various considerations for this multi-layered government’s own perceptions but has
Rising affluence of the middle class: Rising
hospital administration architecture. emerged as one the biggest schemes of its
middle class of India is one of the highest
Despite the challenges, things are finally kind in the world.
contributors to Indian economy and with
changing for the Indian healthcare The government has also launched the each passing day their aspirations are on
industry as in the recent past there has the rise. With the growing spending power
Ayushman Bharat scheme in the Union
been an increasing emphasis on the part of the middle class, it’s expected that the
Budget 2018 to provide insurance cover
of the government to improve the current consumption across different sectors will
to 10 crore families in India. Under the
scenario of the Indian healthcare industry. treble over the next 10 to 15 years. Thus it
guidance of NITI Aayog, this budget for the
Over the last few years, the healthcare very first time has allocated ` 33,073 crore is also expected to be one of the big growth
industry has emerged as one of India’s to create digital economy with cutting- drivers for the healthcare industry.
largest sectors both in terms of revenue and edge technologies like artificial intelligence Increasing awareness and changing
employment generation. The industry has (AI), the Internet of Things (IOT), blockchain mindset: With the growing middle class
seen a significant increase in transactions and 3D printing that are prerequisites for being educated and aware, more and
and FDI inflow over the last few years building a modern technology landscape more people are getting themselves
with the value of transactions increasing in healthcare system. If the scheme insured under different schemes of health
from USD 94 million in 2011 to USD 1,275 succeeds, this will reduce wait times and insurance. Along with protection, this has
million in 2016 – a 13.5x jump (Source: FDI improve productivity by minimising human also changed the mindset of people, as with
Fact Sheets). As a result, the government intervention in electronic medical records insurance people are demanding better
has taken its interest in the industry and is (EMRs)/enterprise resource planning (ERP)/ facilities for their healthcare treatment
striving towards a change in the scenario. hospital information systems (HISs). which is drawing them more and more
Initiatives taken by the Further, the government’s National Health towards the private sectors. Considering
government Protection Scheme is expected to provide the present penetration level of the
The government has increased its emphasis the much-needed protection to the most insurance sectors, there is a huge window
to reduce the drug prices and make them vulnerable section of our population of opportunity waiting to be explored.
available within the affordable range of and increase productivity due to lower Result: With very low expenditure
the general public. As a result, some of the disability-adjusted life years (DALYS) lost. on healthcare and lack of proper
critical drugs used for cancer treatment implementation strategy by the
The government also launched an
now costs 86% cheaper than what it used government, the problem of tackling the
immunisation programme under the name
to be, whereas the prices for the drugs used rising lifestyle diseases and the consequent
of Intensified Mission Indradhanush (IMI)
for diabetes treatment reduced by 42%. growing demand for better services from
with the aim of improving coverage of
the people (irrespective of economic
Doctors engaged with the public healthcare immunisation in the country.
background and from both rural and urban
system are more and more encouraged
Besides the above-mentioned initiatives areas) still remains unaddressed. Thus there
to prescribe generic drugs instead of
on the part of the government, different is a huge opportunity of growth for the
branded ones.
other schemes like enhanced tax private players who have long overtaken
Move on the part of the government exemptions under section 80DDB and the government in terms of the facilities
to transform itself from a healthcare 80D and conversion of 1.5 lakh health and service provided.
service provider to an insurer, has been sub-centres into wellness centres for
highly appreciated. The government’s early detection of disease to reduce both
move to provide a coverage of up to ` mortality and morbidity rates, can give
5 lakh to 10 crore poor families is a big the industry the timely push to grow from
stepping stone towards this changing strength to strength.
% % %
R 16 R 26 R 24
CAG CAG CAG
3,923 925 427
3,305 778
2,927 287
579 277
R2 1%
CAG
11% 2,55,937 335
9% 9% 271
1,91,223 252
1,73,449
Y-o-Y Growth 200 bps Y-o-Y Growth 34% Y-o-Y Growth 24%
%
R 90
CAG
7,615* 14% 14%
12%
2,109 2,508
R1 8%
R1 68%
CAG CAG
7,383 1,159*
5,615
5,284
161 159
2015-16 2016-17 2017-18 2015-16 2016-17 2017-18
No fixed
rental
Fully
owned
Efficiency Unique
is revenue
paramount sharing model
Operate No minimum No security
SACE and Operate and guarantee deposit
Outpatient Manage
Clinics [Revenue Sharing]
` 50 lakh them owing to best cost to quality balance Company follows a gradual ramping up of
operation that helps to keep operating cost
capex per bed for Shalby and resulted into further reduced capex
compared to and opex per bed compared to its peers. low and break even much faster at EBITDA
level during initial years (2-3 years).
` 75 lakh to 4, the Company strategically opted for
Result
` 1.5 crore a higher OT to bed ratio compared to its
peers, enabling them to perform more Judicious capital expenditure in land
capex per bed for other corporate
surgeries and achieve a quicker patient acquisitions, construction of hospital
hospitals
turnaround. Optimising the size of the OT building and sourcing equipment coupled
rooms as per the requirement enabled with optimum utilities planning on each
Further, common areas and vacant spaces them to carve out more OT rooms from floor, resulted in:
have been substantially cut down to one single floor compared to its peers. 1. Shalby emerging as one of the very
enable and optimise well-designed floor Thus deviating from the standard, Shalby few players in the industry to reach
area in which the Company could increase achieved a ratio of 8 OTs for every 200 break-even in terms of fixed costs and
its bed count. For instance, Shalby has bed compared to the industry standard of operational costs within 4-5 years and
been successful in increasing its bed 4 OTs for every 200 bed. 2-3 years of starting a new hospital
count by 30% in comparison to that of its
peers for the given floor space without Result whereas the industry standard is 5-7
years and 3-5 years respectively.
compromising on the number of rooms. ` 31,564 ARPOB 2. Best-in-class returns. ROCE and ROE
3, equipment in a healthcare facility forms one of the highest in the industry
for FY 2017-18 stood at 12% and 6%
a major chunk of the capex investment. At
Shalby, we have efficiently utilised the rich 3.70 days ALOS respectively despite lower capacity
utilization post heavy capex.
industry experience of Dr. Vikram Shah to (average length of stay), one of the lowest
in the industry 3. Cost of running the day-to-day
get the right blend of medical instrument
operations for a single hospital at
for providing different facilities. The 5, following a centralized procurement
Shalby is 10%-15% lower compared to
Company used efficient equipment method as part of its business model, the
what it’s for the others in the industry.
sourcing strategy to manage judicious and Company gets its required supplies at
optimal expenditure of money. bargaining prices that helps them to save
Shalby has grown from strength to strength over the last 10 years. Continuous expansion has
been an integral part of the Company’s business strategy.
Number of
Hospitals
TWO in 2008
11 in 2018
Locations
ONE in 2008
8 in 2018
So what is so unique about helps the Company both in nurturing less than the normal – approximately
Shalby’s expansion policy? and understanding the full potential of its around 2-2.3% in the Tier II and Tier III cities
At Shalby, we have expanded to places future market. So now when Shalby opens whereas the same in metros is around 5%.
where we feel the services provided by a full-fledged hospital in a new region, it
Thirdly, owing to prudent financial
Shalby have a relevance, the crux of our has already created a strong brand name
planning and effective capex and opex
expansion model being ‘go where there and a strong brand recall for itself, thus
matrix, the Company has been able to
is relevance.’ We have chosen this strategy helping the organisation in ramping up its
ramp up the operations at a much lower
because we don’t believe in entering into operations at a much faster rate and reach
cost and at a much faster pace compared
new geographies first and then create a break-even quicker. Currently, Shalby
to the others.
market for our services. Rather at Shalby has in place 40 outpatient clinics across
it’s always the opposite. We first create 35 cities of India and 10 shared surgery
a market for our services in the new centres under SACE within third-party
geographies where we plan to enter and hospitals in 7 cities of India.
then set up our multi-specialty hospitals.
This expansion model adopted by Shalby
Shalby breaks-even
How does Shalby create a market helps the Company to expand faster but at relatively faster than its
for itself first? a low cost. competitors, largely owing
Before entering any new geography,
Shalby first creates relevance for itself by
Firstly, owing to the revenue sharing to its prudent financial
model with the third-party hospitals, there
associating with third-party hospitals on a
is no major capital expenditure on the
planning, effective capex
revenue sharing basis to offer orthopaedic
part of the Company for the set-up of the and opex matrix, low
healthcare services through its outpatient
clinics and ‘Shalby Arthroplasty Centre
outpatient clinics. advertising expenses and
of Excellence’ (SACE) located within the Secondly, when it sets up its new multi- prior market development
premises of the third-party hospital. Thus specialty hospital in an already established strategy.
Shalby’s SACE and outpatient clinics market, the cost of advertisement is far
8,000+
joint replacement surgeries conducted by
Shalby in FY 2017-18, one of the highest
in India
been conservative in tapping into its The net debt (total debt – cash and cash equivalents) has gone from positive to zero
equity base when it came to supporting over the years.
its financing requirements but at the
same time it has been able to add value Net Debt
for its shareholders. (` in Mn) 3,121
Shalby is one of the most Creating a brand name, especially in also helped Shalby emerge as a prominent
the healthcare industry, takes years name in the field of orthopaedic surgery.
enduring brands in its of grinding efforts on the part of the
Honing on this niche and benefiting from
sector enjoying a recall organisation but it takes just one setback
the enriching industry experience of our
based on its expertise in to lose it all, especially in an industry where
founder, over the years, Shalby has been
trust is crucial.
the realm of orthopaedic highly successful in creating an unmatched
Since our inception in 1994 under the brand value for itself.
treatment.
guidance of Dr. Vikram Shah, at Shalby, And today the name Shalby has become
we felt that in today’s complex world of synonymous with “Joint Replacement
healthcare, providing safe and efficient Surgery Expert” in western and
healthcare is not just optional anymore central India.
but has become an integral part of the
value chain.
Joint replacement
In line with our unique business strategy, surgery
16%
we have consistently strived to improve in GR
r CA
our services over the years. yea
10- 8,151
Under the leadership of Dr. Vikram Shah,
we pioneered new techniques of joint
replacement surgery like ‘0 technique’ and
innovated OS Needle, among others.
All of these innovations not only helped 1,903
our patients by significantly reducing the
number of days’ stay at the hospital but has 2007-08 2017-18
Shalby’s
ELITE concept Integrity
We believe in performing the right way
even when no one is recording.
Excellence Teamwork
We work with an intention to achieve We work jointly towards one objective -
excellence in every aspect of our patient satisfaction regardless of teams/
endeavours. departments.
Learning Empathy
We do everything possible to satisfy our
We keep raising our standards on
patients’ needs; focussing on patient
a regular basis that helps evolve
centricity, their well-being, safety,
ourselves. We are very welcoming to
comfort and happiness is our primary
change and embrace every opportunity
importance to us.
to achieve our goals.
At Shalby, as a part of our organisational industry, this has also ensured that none creating a win-win situation for both.
strategy, we conceive that continuous of the Company’s hospitals are short of We believe our doctors are also equal
learning and development is something skilled manpower, as upon completion partners in the long-term growth strategy
which helps in augmenting workforce of the course, most of them are trained of the Company.
capabilities, skills or competencies leading and absorbed in various Shalby hospitals.
At Shalby, we try to offer the ideal
to greater organisational effectiveness. This not only helps Shalby in creating
platform for growth to our employees.
a talent pool but simultaneously helps
In line with this strategy, Shalby came Employees are our key asset; the
them to meet its internal demand of
up with its own ‘Shalby Academy’, Company continuously invests in them
skilled staffs.
through which it offers educational so that they can grow in a learning
programmes for, paramedical students At Shalby, we are also committed towards environment and also retain an overall
and other healthcare professionals under reaching the highest possible levels of competitive edge.
the prudent guidance of the industry employee satisfaction. In line with this
stalwart Dr. Vikram Shah and many other strategy, the Company entered into
eminent professors. Besides overcoming long-term contracts with majority of
the problem of talent crunch within this the doctors associated with Shalby, thus
the pillars of strength and success. We have recently published and circulated
SNEH (Shalby Nursing Excellence
People, Process and Passion define Handbook), which is a major milestone
Considering the fact that in 2017, India’s to USA. Besides, Asian population is 15 in the world, marked by an increasing
total knee operation surgery was 78% times more prone to arthritis problems number of urban, aware and affordable
less compared to the number of surgeries compared to our Western counterparts. middle class people.
taking place in USA, while the population This probably represents the largest
of India is nearly 4 times higher compared nascent joint replacement surgery market
Medical tourism tourists visiting India has increased Increasing stress, obesity, smoking and
India has a long history of ‘alternative more than 50% to 2,00,000 in 2016 from nutritional deficiency, especially in urban
medicine’ with Ayurveda, Homoeopathy, 1,30,000 in 2015. concentration, has led to an increase
and Naturopathy occupying a significant in the neurological disorders. Around 3
Other emerging growth areas crore Indians suffer from different kinds of
portion of the domestic market. Ever
Rising instances of Non-Communicable neurological diseases.
increasing expenses of accessing
Diseases (NCDs), 60% of total deaths in
healthcare in the US and the Europe
India are owing to NCDs and the numbers
coupled with improved standards of
healthcare technology in developing are expected to rise. Cardiovascular
diseases and chronic respiratory diseases
India’s healthcare
nations like India are the prime movers in
the growth of medical tourism industry. is another area of concern – counts for industry is set to
Currently valued at around USD 3 billion, ~39% of total deaths occurring in India
every year.
post a 23% sales
the Indian medical tourism industry
is expected to grow at 20-25% in near Another menace is Cancer which accounts CAGR over
future and the medical tourists visiting for ~9 lakh deaths in India every year FY 2015-20 to
India are expected to grow 7-10 times in and is expected to impact ~17 lakh
the next 10 years. The number of medical Indians by 2020. USD 280 billion
as per global market research
and consulting firm Frost &
Sullivan
At Shalby, we perceive this as a huge Why Shalby is future-ready for all these
opportunity and is also optimistic of
the sustained growth of the Indian
opportunities
healthcare sector for some other good Being one of the pioneers in joint replacement in the country, Shalby is best
reasons: Government’s changing positioned to capitalize on the growth opportunity in joint replacements. Its
mindset is helping the healthcare long-standing experience and leadership position in the segment gives it an
sector emerge as a priority sector, added advantage
favourable government policies like
allowing FDI in healthcare would help With a total bed capacity of 2,012, Shalby has huge potential to almost double
in building the required infrastructure, its operational beds without any major capital expenditure
favourable people policies on the part
of the government is expected to The Company boasts of an ALOS of 3.70 days, one of the lowest within its
change the mindset of people as well, industry space
especially in the rural India, different
tax incentives will put more disposable Along with expertise in joint replacement, Shalby also specializes in different
incomes in rural hands and finally with other areas of orthopaedics such as spine, ortho-trauma, arthroscopy and
increasing awareness resulting into paediatric orthopaedics among others
more and more health insurance would
mean more people visiting hospitals Shalby is already synonymous with joint replacement in the western and
on a regular basis for treatment. central India, and in the last few years has forayed into different other parts of
India to make a mark for itself
Over the years, besides orthopaedics, Shalby has embarked on the path of
gaining expertise in areas of medical science such as oncology, neurology,
nephrology, hepatology and transplants, and with time it has been successful
in developing its presence in these areas as well, thus laying a solid foundation
for Company’s next growth phase
Shalby has created a strong image for itself in cities with good air connectivity
with the major cities of the world. This, coupled with the fact that the Company
already has a proven track record of performing complex surgeries with a high
success rate, would expectedly put the Company in a strong position to tap on
the international patients with the rise in medical tourism
Shalby’s newly set-up hospitals are well equipped with state-of-the-art medical
and surgical equipment like intra-operative neuro-monitoring systems, BMD
machines, CT scanning, MRI scanning and X-ray machines, catheterization
laboratories, ultrasound systems, linac systems, holmium lasers, thulium
16% CAGR lasers and intraoperative neuro-monitoring systems among others
Growth of health
insurance in India from
FY 2012-13 to FY 2016-17
Due to noble nature of the medical profession and lack of Health Insurance Industry
professionalism, the growth of private hospitals has so far been It’s mandatory to have third-party liability insurance if you want
uneven and scattered. This is evident from the fact that less than to drive a vehicle in India. But ironically it’s a matter of choice
10% of private sector hospitals are corporate hospitals. and affordability when it comes to health insurance. According
to the Annual Report of Insurance Regulatory and Development
With rising cost of real estate, managing stand-alone hospitals Authority of India (IRDA) for FY 2016-17, only 33.0% of India’s
and nursing homes have become increasingly difficult. Real estate population has health insurance coverage. In other words, about
accounts for nearly 2/3rd of capex required for setting up a new 88.67 crore Indians are still not covered by any health insurance
hospital and equipment costs constitute approximately 1/3rd of policy, and the glaring reality is medical inflation is rising at 15%
the overall capex. Unless run efficiently, a gestation period of a while the average disposable income of Indians is likely to grow at
hospital on the fixed cost basis can be as long as 8-10 years. 11.2% over the foreseeable future.
Out-of-pocket spends constitute nearly 62% of total healthcare Shalby doesn’t incur capex unless it’s commercially viable to run a
spending in India at present. With growing penetration of health hospital in the targeted area. SACE and outpatient clinics not only
insurance, the out-of-pocket healthcare expenditure is likely to help understand the potential market but also give an acute sense
drop over a next few years. of viability of a multi-specialty hospital in any given area. Before
entering any new geographical area, Shalby first creates relevance
The success of National Health Protection Scheme would be as through SACE and outpatient clinics.
crucial for the wellbeing of the Indian society as that of GST has
been for the Indian economy. Asset-light business model
COMPANY OVERVIEW Own and Associate with Operate and Run outpatient
operate third-party manage clinics
Shalby is an Ahmedabad-headquartered chain of multi-specialty multi-specialty hospitals to multi-specialty independently
hospitals and has a pan-India presence. It predominantly operates hospitals operate Shalby hospitals or on revenue
through 11 hospitals which have the best-in-class infrastructure Arthroplasty on revenue sharing basis
and are equipped with modern technology. Out of these, 4 are Centre of sharing with third -
located in Ahmedabad and 1 each at Vapi, Surat, Indore, Jabalpur, Excellence business party
(SACE) without any
Mohali, Jaipur and Mumbai. Besides this, Shalby has 40 Outpatient minimum
Clinics spread across 35 cities of India and 7 Shalby Arthroplasty guarantee
Centre of Excellence (SACE). It also operates 6 Outpatient Clinics
and 3 SACE outside India. Nevertheless, it doesn’t run any full- Unlike other comparable corporate hospitals that incur a capex
fledged multi-specialty hospital outside India since the philosophy in the range of ` 75 lakh to 1.5 crore per bed, Shalby manages
is not to commit any capex in unfamiliar markets. to instal a bed at the expense of ` 40 lakh to ` 50 lakh.
Optimal utilisation of available floor area and intelligent interior
BUSINESS OVERVIEW designs help the Company increase the bed count by as much as
Shalby matches the service excellence of other corporate hospitals 30%, in comparison with that of its peers for given floor space.
at a relatively lower price. As a result, it addresses a huge market
ranging from lower-middle class to upper-middle class.
In FY 2017-18, the Company achieved the consolidated revenue • I n 1994, around 200 surgeries were
of ` 3,923.34 million thereby reporting a 19% jump on Y-o-Y (Year- performed in India
on-Year) basis. Profit After Tax (PAT) of the Company grew 49% on a • The number grew to 1.75 lakh in 2017
Y-o-Y basis to touch ` 427 million in FY 2017-18.
• B
y 2027, approximately 15 lakh to 20 lakh
surgeries will be performed every year
Shalby reported the ARPOB of ` 31,564 in FY 2017-18
which is 3.4% lower than that reported last fiscal.
[FY 2016-17 : ` 32,671] The recent fall in ARPOB is mainly on account
of new facilities getting operationalised in the Q2, FY 2017-18. It’s
noteworthy that half of the total installed beds of Shalby are at
the facilities that have commenced their operations in last 2 years
and as a matter of policy, Shalby will cautiously decide on when to Shalby which has a strong brand name is well-placed to tap the
utilise the capacities. high-growth opportunities that may open up in future. With its
best-in-class hospital infrastructure and a team of expert doctors
Revenue Mix - Top 5 trained under the guidance of Dr. Vikram Shah, Shalby is likely to
Specialities FY 2017-18 grow its market share in the joint replacement market further.
Orthopaedic 60% The Company aims to set up one multi-specialty hospital in the
General Medicine & Critical Care 11% capital city of every state and also expand in Tier-1, Tier-2 and
Tier-3 towns across India, except for southern states.
Cardiac Sciences 10%
Oncology 4% With the existing setup, the Company can increase its revenue
nearly 5-7 times without incurring any capex.
Neurology 3%
medical visa were just 2%-3%. Nevertheless, the Indian RISKS AND CONCERNS
government is hard-selling the concept of medical tourism in the Change in government policies: Considering the current
key markets. The Ministry of Tourism has introduced e-medical state of healthcare infrastructure in India, it’s farfetched to
visa for 163 countries. Such initiatives are likely to fetch results assume that the government may roll out adverse policies
in coming years. So far, the medical tourism in India has been for the private hospital industry. Nor it’s likely to withdraw
dominated by tourists from the neighbouring nations along support it offers right now for the development of hospital
with those from other emerging countries with poor hospital infrastructure in the private sector in the form of incentives
infrastructure facilities. and subventions.
Neurological disorders are becoming prevalent in India. Nearly Moreover, Shalby has created a second line of specialists under the
3 crore Indians suffer neurological diseases excluding infections guidance of Dr. Vikram Shah. They are not only well-experienced
and injuries. India is on the verge of stroke epidemic. Almost 2% but also well-equipped to handle even the most complex
of India’s population suffers neurological disorders. Stress, obesity, surgeries efficiently.
smoking and nutritional deficiency have been the primary causes.
Urban population is more affected than the rural. Concentration risk: Two hospitals - Krishna Shalby and SG Shalby
contribute nearly 70% to Company’s revenues. Moreover, out of
While orthopaedics will remain the highest contributor to the 11 Shalby Hospitals, 6 are located in Gujarat. Such a concentrated
Company’s topline in the foreseeable future, Shalby endeavours to exposure to one geographical area is a risk.
enhance its presence in high growth specialities such as oncology,
neurology, nephrology, hepatology and transplantations. Such a The Company has been cautiously reducing its dependency on
strategy is likely to create a solid foundation for Company’s next two of its oldest hospitals and has also been diversifying across
growth phase. other states as well.
In coming years, the Company will not only continue to consolidate Generally, Clinicians and front office employees are the linchpin
its operations but also look for relevant growth opportunities that for building the first and last impression of the organisation.
They have the power to build positive perception and instil trust
may come its way. Thus, Shalby’s expansion plans will leverage
among customers. Shalby has groomed and trained its personnel
both organic and inorganic means. With nearly zero net debt on the
in such a way that its talent pool has now earned a distinguished
books as of March 31, 2018, the Company appears to be in a sweet
appreciation from patients. Shalby always endeavours to be one
spot to explore further inorganic opportunities. Shalby’s new
step ahead of patients’ expectations and believes in building a life-
hospitals are expected to start contributing significantly to the
long relationship with its patients.
bottom line with an improved operating profitability, over the
next couple of years. The Company will also focus on boosting the
Shalby Academy - an educational wing of Shalby - aims to
capacity utilisation levels to rake in incremental annual revenues
generate pool of talent for the organisation from internal and
in the years ahead.
external sources. The Academy is affiliated with IIPH University,
ILAMED, National Paramedical Council and the National Board
REGULATIONS AND SAFETY of Examination among others, to offer a variety of educational
Responsible growth is the ethos of Shalby. Since the programmes ranging from a diploma course in orthopaedics to
Company operates in the healthcare sector, it has to abide fellowship programme in critical care.
itself by a number of rules and regulations. It also has to
comply with the environmental rules and regulations. Shalby HR function of Shalby ensures that the business growth is never
adheres to all compliance guidelines prescribed by various constrained by lack of talent. Company’s thrust on training and
government authorities and takes utmost care while disposing development, employee engagement, process documentation,
medical waste generated at all its hospitals, ensuring that there is resource optimisation etc. would yield rich dividends to the
no adverse impact to the environment beyond prescribed limits organisation.
as well as to human health. Shalby rigorously follows radiation
surveillance procedures and maintains records as required Employer brand of Shalby has been improved considerably overall
under various laws. in the last few years.
Shalby has in place a well-defined roadmap for talent acquisition Archiving and Communication System (PACS) and medical grid
and retention. To further enhance internal communication within monitors at one of its unit, to enable its doctors to view patients’
the organisation, the Company has launched a quarterly employee X-ray, CT scan and MRI reports. The Company will replicate these
newsletter. It felicitates and celebrates the top performers of the systems at its other units in a phased manner.
Company.
All hardware systems installed at Shalby are robust and
All departments of the Company follow an integrated approach adequate. It uses secure servers to maintain data security.
to the implementation of latest technology which enables them All Shalby Hospitals are continuously monitored by
to take better business decisions and handle the employee surveillance cameras.
grievances more efficiently. HR function is well-integrated with
Company’s objectives. It takes data-driven decisions yet holds a The Company has put in place strict audit and maintenance
strong human touch. policies to ensure smooth functioning of IT systems.
The Company follows a fair remuneration policy and rewards its Shalby has also implemented a web-based multi-unit software
employees with compensation packages including, fixed and which offers end-to-end solutions to the Company.
variable pay and bonuses among others, commensurate with their
efforts and contribution. It automates all the services and enables the administrator to
provide the best facilities at a lower operational cost. It helps
On March 31, 2018, Shalby had a team strength of substantially reduce the time spent on the generation of
3,400+ consisting of 2,223 employees comprising of 865 invoices and payment collection. The software has a complete
nurses, 368 paramedical, and 990 support staff along EMR solution with Document Management System.
with 317 consultants and 386 doctors out of which
353 are full time and 33 are part time along with more than The software caters to OPD and IPD management, pharmacy,
500 outsourced staff. laboratory, radiology, ward management, mobile application,
online appointments scheduling, secured messaging, doctor
INFORMATION TECHNOLOGY portal, billing, blood bank, diat linen management, accounting,
Active monitoring has always been a challenge in the hospital hr/payroll, alert system and HL7 Integrated PACS System.
management. With technological advancements, hospital
management has become easy. While Shalby believes humans are Human Resources Management
still better than machines at surgeries, it doesn’t undermine the It acts as an electronic centralised hub for all the human resource-
role of latest technology in enhancing the efficiency of a hospital. related processes - including communication, development,
benefits entitlement and compensation. A central employee
The Company has implemented HIS System at all Shalby
database and this enables HR administrators to utilise all employee
hospitals. As a result, processing information and generating
real-time reports has become easy which has made quick information productively. This is a complete package.
decision-making possible.
Financial Management Suite (FAS)
The Company is in the process of implementing an advanced FAS is designed to meet requirements of budgeting and
integrated version of ERP system. It also has installed Picture controlling the inflows and outflows of the funds.
During the year under review, the income from healthcare services improved to 10.89% in Fiscal 2018 as compared to 8.68% in the
of the Company increased to ` 3855.23 million as compared to previous year.
` 3223.87 million in the previous year, registering a growth of
19.58%. Your Company has earned Profit after tax of ` 440.15 Consolidated Earnings per Share:
The EPS of the Company decreased from ` 3.40 in the previous
million against ` 303.62 million in the previous year registering
year to ` 2.85 in Fiscal 2018 due to addition of 19.354 million new
a growth of 44.97%. The Company has carried net surplus of `
shares issued under Initial Public Offer.
2142.94 million to the next year.
INDIAN ACCOUNTING STANDARDS (“Ind AS”)
During the year under review, the consolidated income from In accordance with applicability of Indian Accounting Standards,
healthcare services increased to ` 3832.31 million as compared the standalone and consolidated financial statements of the
to ` 3237.66 million in the previous year, registering a growth of Company for the financial year ended on March 31, 2018 have been
18.37%. The consolidated EBITDA exhibited a growth in of 18.88% prepared in accordance with Indian Accounting Standards notified
in Fiscal 2018 rising to ` 924.87 million from ` 778.01 million in under the Companies (Indian Accounting Standards) Rules, 2015 &
the previous financial year. The financial performance of the 2016 as applicable. The date of transition to Ind AS is April 1, 2016
established units and gradual ramp up in the performance of the and comparative figures in the Balance sheet as at March 31, 2017
recently commissioned units are expected to drive up the EBITDA and April 1, 2016 and statement of Profit and Loss and cash flow
and EBITDA margin in the current financial year. statement for the year ended March 31, 2017 have been restated
accordingly. The reconciliations and descriptions of the effect of
Consolidated Profit Margins: the transition from previous GAAP and Ind AS have been prepared
Profit before tax (PBT) for Fiscal 2018 increased to ` 572.74 million and provided in the notes to the accounts to the standalone and
as compared to ` 504.97 million in the previous year, registering a consolidated financial statements. The detailed notes as to ‘Basis
growth of 13.42%. Profit after tax (PAT) grew by 48.82% to ` 427.15 of Preparation’ have been provided in the notes to the accounts to
million from ` 287.02 million in the previous year. PAT margin the standalone and consolidated financial statements.
OPERATIONAL PERFORMANCE
32,967 222,970
24,704 166,519
FY 17 FY 18 FY 17 FY 18
17,554 10,967
15,215 9,813
FY 17 FY 18 FY 17 FY 18
2%4%
12% 9%
3%
4%
10% 60%
11% 85%
During the year under review, your company has commenced three new units and they have contributed ` 521 Million in the topline of
the Company. Members may refer MD&A section for more details.
Indian Accounting Standards (Ind AS) notified under Section 133 PARTICULARS OF CONTRACTS OR ARRANGEMENT
of the Companies Act, 2013, read with Rule 7 of the Companies WITH RELATED PARTY U/S 188 OF THE COMPANIES
(Accounts) Rules, 2014. The Consolidated Financial Statements for ACT, 2013
the financial year ended March 31, 2018 are the Company’s first Most of the related party transactions that were entered into
Ind-AS compliant annual Consolidated Financial Statements with during the financial year were on arm’s length basis, however, few
comparative figures for the year ended March 31, 2017 which is transactions were not at arm’s length basis and your Company has,
also as per Ind-AS. The date of said transition is April 1, 2017. A accordingly taken approval of audit committee, Board of Directors
report on the performance and financial position of each of the and shareholders whenever applicable. Pursuant to Regulation
subsidiaries and associate companies as per the Companies 23 of the Listing Regulations, all related party transactions were
Act, 2013 is provided as Annexure A which forms part of this placed before the Audit Committee on a quarterly basis, specifying
Report. The financial statements of the Company and subsidiary the nature, value and terms and conditions of the transactions for
companies shall be available for inspection by any shareholder(s) their review and approval.
during working hours at the Company’s registered office and that
of the respective subsidiary companies concerned. In accordance During the year under review, there were no material transactions
with Section 136 of the Companies Act, 2013, the audited financial with related parties except with Griffin Mediquip LLP, in terms of
statements, including consolidated financial statements and regulation 23 of SEBI Listing Regulations. The details of the related
related information of the Company and audited accounts of party transactions including material are provided in the Annexure
each of its subsidiaries, are available at Annual Reports section of - C (AOC - 2) pursuant to Section 134(3)(h) of the Act read with rule
https://www.shalby.org/investors. 8(2) of the Companies (Accounts) Rules, 2014. Your directors draw
the attention of members to the notes to the financial statements
During the year under review, your Company has acquired which set out related party disclosures.
remaining 45% equity shares of Vrundavan Shalby Hospitals
Limited in August, 2017 and consequent upon the said acquisition, DIRECTORS AND KEY MANAGERIAL PERSONNEL
the said Company became the wholly owned subsidiary of the APPOINTMENT AND RESIGNATION
Company. During the year under review, Dr. Dheeraj Sharma [DIN: 07683375],
Non-Executive Independent Director resigned from the Board of
AWARDS & RECOGNITIONS Directors of the Company with effect from October 13, 2017. The
Your Company received the “Best Medical Tourism Centre” award Board, upon recommendation by Nomination and remuneration
at the Gujarat Tourism Awards 2016. In June 2017, our CMD Committee and subject to the approval of members, appointed
Dr. Vikram Shah has been conferred on with the Double Helical Mr. Ashok Bhatia (DIN: 02090239), as an Additional Director in
National Health Award 2017 for his outstanding record in Knee the category of Independent Director of the Company through
Replacement Surgery with his innovative “0 Technique”. In June circular resolution with effect from October 23, 2017 for a period
2017, Shalby was conferred on with the “Best CSR Initiative in of 5 years. He holds the office upto the date of this Annual General
Healthcare” award at the 7th Healthcare Leaders Forum, New meeting. Mr. Bhatia is having rich and varied experience in the field
Delhi. Dr. Vikram Shah has been further conferred on with ‘Times of healthcare and therefore Board of Directors at its meeting held
Man of the Year’ award by Times of India group in the current on May 7, 2018 have decided to utilize his expertise in business
year for his outstanding contribution in the field of orthopedics development of the Company and accordingly Mr. Bhatia is re-
on completion of 1,00,000 joint replacement surgeries. Dr. Vikram designated as Non-Executive Non-Independent Director
Shah and Dr. Darshini Shah have been conferred on with ‘luminary
award’ by Divya Bhaskar group for their contribution in the field of Subsequent to the closure of financial year under review,
orthopedics and Dental implantology, respectively. Dr. Darshini Shah [DIN: 00013903], Non-Executive Director resigned
from the Board of Directors of the Company with effect from
EXTRACT OF ANNUAL RETURN May 7, 2018. The Board, upon recommendation by Nomination
Pursuant to section 92(3) of the Companies Act, 2013 and rule and remuneration Committee and subject to the approval of
12(1) of the Companies (Management and Administration) Rules, members, appointed Mrs. Sujana Shah as an Additional Director in
2014 read with Companies Amendment Act, 2017, the extract of the category of Non-Executive Independent Director for a period
Annual Return is enclosed as Annexure - B (MGT-9) to this report. of 5 years with effect from May 7, 2018, who holds the office upto
the date of this Annual General meeting.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS U/S 186 OF THE COMPANIES ACT, Requisite proposal seeking your approval for appointment of
2013 Mr. Ashok Bhatia as a Non-Executive Director with effect from
Particulars of loans given, investments made, guarantees given May 7, 2018 and Mrs. Sujana Shah as Non-Executive Independent
and securities provided in the notes to the standalone financial Director form part of the Notice convening 14th Annual General
statements forming part of this annual report. Meeting of the Company.
Board has carried out an annual evaluation of its own performance, • Phasing out of CFL lamps to LED lights
Board committees and individual directors in the manner prescribed • I ntroduction of timer based operation of air handling
in Performance Evaluation Policy, which is available at https:// units to reduce power consumption
www.shalby.org/wp-content/uploads/2017/10/Performance-
• Energy optimization practices implemented in
Evaluation-Policy-for-BOD.pdf
transformer operation
DEPOSITS • VFD installation for AHU motor in a phased manner
During the year, the Company has not accepted any fixed • All lifts and OT AHUs are operated with VFD panels
deposits from the public as per provisions of section 73 to 76 of • F or recently commissioned units, building orientation
the Companies Act, 2013 and Rules made there under. Hence, the has been so designed that helps to maximize use of Day
disclosures as required under Rule 8 (5) (v) & (vi) of the Companies
Light and to reduce heat gain in order to reduce energy
(Accounts) Rules, 2014, are not applicable to your Company.
consumption.
DIRECTORS’ RESPONSIBILITY STATEMENT • For recently commissioned units, the building is
Pursuant to section 134 (5) of the Companies Act, 2013, your being constructed by using structural steel to reduce
Directors hereby confirm that: embedded energy and also to reduce the impact
of construction activities to the neighborhood and
a) in the preparation of the annual accounts for the year ended environment.
March 31, 2018, the applicable accounting standards read
• The glass used for facade in a number of facilities is
with requirement set out under Schedule III to the Act have
double glazed and is energy efficient low emissivity
been followed and there are no material departures from the
type which helps in reducing solar beat gain coefficient
same;
while improving the visibility.
b) they had selected such accounting policies and applied them • Rain water harvesting system installed at our green
consistently and made judgments and estimates that are field recently completed projects to conserve natural
reasonable and prudent so as to give a true and fair view of resources
the state of affairs of the company at the end of the financial
year and of the profit and loss of the company for that period; There would not be a material financial implication of these
measures as energy costs comprise a very small portion of your
c) they had taken proper and sufficient care for the maintenance company’s total expenses.
of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the (B) Technology absorption:
company and for preventing and detecting fraud and other I. The effort made towards technology absorption;
irregularities; Over the years, your Company has brought into the
d) they had prepared the annual accounts on a going concern country the best technology available in healthcare
basis; to serve the patients better and to bring healthcare
of international standard within the reach of every
e) they had laid down internal financial controls to be followed individual.
by the company and that such internal financial controls are
adequate and were operating effectively; and In order to promote indigenous technology absorption,
the following equipment has been installed at our
f ) they had devised proper systems to ensure compliance with various units;
the provisions of all applicable laws and that such systems
were adequate and operating effectively. a) Blood bank equipment including Deep freezer, Blood
bank refrigerator, Platelet agitator/incubator, Blood
CONSERVATION OF ENERGY, TECHNOLOGY collection monitor and tube sealer, Donor couch
ABSORPTION AND FOREIGN EXCHANGE compofuge
EARNINGS AND OUTGO b) X-ray system;
Particulars of Energy Conservation, Technology Absorption
c) Dialysis machine;
and Foreign Exchange Earnings and Outgo required under the
Companies (Accounts) Rules, 2014 d) Ventilator;
e) CT scanning machines;
(A) Conservation of Energy:
f ) MRI scanning machines;
The operations of the Company are not energy-intensive.
However, significant measures are being taken to reduce the g) Ultrasound systems; and
energy consumption by using energy efficient equipment. h) Linac systems.
PARTICULARS OF EMPLOYEES & REMUNERATION also provides for direct access to the Chairman of the Audit and Risk
The details regarding ratio of remuneration of each director to the Management Committee, in appropriate cases. The functioning of
median employee’s remuneration and other details as required in vigil mechanism is reviewed by the Audit and Risk Management
section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Committee from time to time. None of the Whistle blowers has
the Companies (Appointment and Remuneration of Managerial been denied access to the Audit and Risk Management Committee
Personnel) Rules, 2014, is appended herewith as Annexure - D. of the Board pertaining to whistle blower policy. The said Vigil
Mechanism and Whistle-Blower Policy is available at https://
The statement containing information as per provision of www.shalby.org/wp-content/uploads/2017/10/vigilmechanism_
Section 197(12) read with Rule 5(2) and 5(3) of the Companies whistleblower_policy.pdf
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in separate annexure forming part of this report. CORPORATE SOCIAL RESPONSIBILITY
However, Annual Report is being sent without the said annexure. In accordance with the requirements of Section 135 of the Act,
In terms of provisions of section 136 of the Companies Act, 2013, your Company has constituted a CSR Committee, which comprises
the said annexure is open for inspection at the registered office Mr. Umesh Menon, Chairman, Mr. Shyamal Joshi and Mr. Ashok
of the Company during the office hours. Any member interested Bhatia as its members as on March 31, 2018. The Company has
in obtaining the copy of the same may write to the Company also framed a CSR Policy in compliance with the provisions of
Secretary at the Registered Office of the Company. the Act and content of the same is available at https://www.
shalby.org/wp-content/uploads/2017/10/Corporate-Social-
INTERNAL FINANCIAL CONTROL AND ITS Responsibility-CSR-Policy.pdf The Annual Report on CSR activities
ADEQUACY outlining geographical areas for CSR activities, composition of CSR
The Company has adopted policies and procedures for ensuring the committee, amount of CSR fund to be expended etc is annexed
orderly and efficient conduct of its business, including adherence herewith as Annexure - E.
to company’s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness OTHER DISCLOSURES AND INFORMATION
of the accounting records, and the timely preparation of reliable 1. Sexual Harassment of Women at workplace
financial disclosures. The Company has in place adequate internal Your Company has adopted a Policy on prevention,
financial controls in order to ensure that the financial statements prohibition and redressal of sexual harassment at workplace
of the Company depict a true and fair position of the business of under the provisions of Sexual Harassment of Women at the
the Company. The Company continuously monitors and looks for workplace (Prevention, Prohibition and Redressal) Act 2013
possible gaps in its processes and it devices and adopts improved and rules framed thereunder. The Company has anti Sexual
controls wherever necessary. harassment Committee to redress complaints received
regarding sexual harassment. All employees (permanent,
RISK MANAGEMENT contractual, temporary, trainees) are covered under this
At Shalby, risks are measured, estimated and controlled with the policy. During the year under review, there were three
objective to mitigate adverse impact. Your company’s fundamental complaints received which were investigated and resolved
approach to risk management includes, anticipate, identify and and there were no complaints pending at March 31, 2018.
measure the risk. Your company has in place a mechanism to
monitor and mitigate various risks associated with the business. 2. Significant or Material Orders passed by the Authority
The Company has adopted a risk management policy which There are no significant or material orders passed by the
inter alia, sets out our approach towards risk assessment, risk Regulators or Courts or Tribunals which impact the going
management, and risk monitoring, which is periodically reviewed concern status of the Company and its future operations.
by the Board. The said policy is available at https://www.shalby.
org/wp-content/uploads/2017/12/Risk-Management-Policy.pdf 3. Material changes and commitments affecting financial
position
VIGIL MECHANISM There are no material changes and commitments affecting
The Company has established a vigil mechanism and accordingly the financial position of the Company, which have occurred
framed a Whistle Blower Policy. The policy enables the employees between the end of the financial year under review and to
to report genuine concerns to the management regarding the date of this report.
instances of unethical behavior, actual or suspected fraud or
violation of Company’s Code of Conduct or mismanagement, if STATUTORY AUDITOR & AUDITORS’ REPORT
any. Further, the mechanism adopted by the Company encourages Pursuant to Section 139 of the Companies Act, 2013, M/s. G.
the Whistle Blower to report genuine concerns or grievances and K. Choksi & Co., Chartered Accountants (Firm Registration no.
provide for strict confidentiality, adequate safeguards against 101895W), Statutory Auditor would complete their current term
victimization of Whistle Blower who avails of such mechanism and as Statutory auditors of the Company at the conclusion of the 14th
Your Company has received consent along with confirmation that DR. VIKRAM I. SHAH
the appointment is in accordance with the applicable provisions Place: Ahmedabad Chairman & Managing Director
of the Act and Rules framed thereunder and they do not hold any Date: May 7, 2018 DIN: 00011653
Annexure - A
Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i. Category-wise Share Holding
No. of Shares held at the beginning of the year No. of Shares held at the end of the year
% Change
(as on April 1, 2017) (as on March 31, 2018)
Category of Shareholders during the
% of Total % of Total
Demat Physical Total Demat Physical Total year
Shares Shares
A. Promoters / Promoter Group
1. Indian
a) Individual/ HUF 55,212,650 - 55,212,650 63.17 54,227,900 - 54,227,900 50.21 -12.96
b) Central Govt. - - - - - - - - -
c) State Govt(s). - - - - - - - - -
d) Bodies Corp. 31,561,048 - 31,561,048 36.11 31,545,448 - 31,545,448 29.20 -6.91
e) Banks / FI - - - - - - - - -
f) Any others - - - - - - - - -
Sub-Total (A)(1) 86,773,698 - 86,773,698 99.27 85,773,348 - 85,773,348 79.41 -19.86
2. Foreign
a) NRI / Individual
b) Other Individual
c) Bodies Corporate
d) Banks / FII
e) Any others
Sub Total (A)(2) - - - - - - - - -
Total Shareholding of 86,773,698 - 86,773,698 99.27 85,773,348 - 85,773,348 79.41 -19.86
Promoter (A) = (A)(1)+(A)(2)
B. Public Shareholding
1. Institutions
a) Mutual Fund - - - - 421,260 - 421,260 0.39 0.39
b) Venture Capital Fund - - - - - - - - -
c) Alternate Investment Funds - - - - 1,458,901 - 1,458,901 1.35 1.35
d) Foreign Venture Capital - - - - - - - - -
Investors
e) Foreign Portfolio Investor - - - - 6,781,384 - 6,781,384 6.28 6.28
f) Financial Institution / Banks - - - - 54,360 - 54,360 0.05 0.05
g) Insurance Companies - - - - - - - - -
h) Provident Funds / Pension - - - - - - - - -
Funds
i) Any other - - - - 22 - 22 Negligible Negligible
Sub-Total (B)(1) - - - - 8,715,927 - 8,715,927 8.07 8.07
2. Central Government / State - - - - - - - - -
Government(s) / President
of India
3. Non- Institution
a) Individuals Shareholders
holding nominal share capital
*Shares held by Shalby Medicos Trust through Mr. Viral Shah, trustee, which was constituted for the benefit of doctors of the Company.
* Dr. Vikram Shah is holding 43,327,132 equity shares as a Trustee of Shah Family Trust and balance 7,735,493 equity shares in his
individual capacity as at March 31, 2018
iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Shareholding at the Cumulative shareholding
beginning of the year Transactions during the year during the year (April 01,
(April 01, 2017) 2017 to March 31, 2018)
Sr. Shareholder’s Name
% to total Increase / No. of % to total
No. of
paid up Date (decrease) in Reason shares paid up
shares
equity capital shareholding held equity capital
1 Goldman Sachs India Limited - - 13/12/2017 2,744,906 IPO Allotment 2,744,906 2.54%
22/12/2017 631,460 Purchased 3,376,366 3.13%
31/03/2018 - Closing 3,376,366 3.13%
2 Kotak Funds – India Midcap Fund - - 13/12/2017 1,515,394 IPO Allotment 1,515,394 1.40%
22/12/2017 4,826 Purchased 1,520,220 1.41%
29/12/2017 106,558 Purchased 1,626,778 1.51%
05/01/2018 44,724 Purchased 1,671,502 1.55%
16/03/2018 (21,502) Sold 1,650,000 1.53%
31/03/2018 - Closing 1,650,000 1.53%
3 Viral Shah* - - 12/04/2017 1,200,000 Allotment 1,200,000 1.37%
in private
placement
05/10/2017 (1,000) Transfer 1,199,000 1.37%
10/11/2017 (162,500) Transfer 1,036,500 1.19%
13/11/2017 (16,250) Transfer 1,020,250 1.17%
31/03/2018 - Closing 1,020,250 0.94%
* Shares held by Shalby Medicos Trust, through Mr. Viral Shah-Trustee, Constituted by Company for the benefit of doctors associated / to
be associated with our Company through subsisting valid contract of consultation for their services rendered in connection with our
Company’s business
Note : Shareholding is consolidated based on PAN of the Shareholder.
58
Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in
sub-section (1) of section
188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto
1. Details of material contracts or arrangement or transactions not at arm’s length basis for FY 2017-18
Annexure - C
Date on
which the
Ordinary
Salient terms of the resolution
Nature of Duration of Date(s) of Amount
Name(s) of the related contracts Justification for entering was passed
contracts/ the contracts/ approval paid as
Sr. party and or arrangements or into such contracts or arrangements or in general
arrangements/ arrangements/ by advances,
nature of relationship transactions including the transactions meeting as
transactions transactions the Board if any:
value, if any required
under first
proviso to
section 188
1 Dr. Vikram I Shah, Lease 10 Years The land on which SG Shalby As Shalby Limited is the flagship company December NA February 6,
2 Shalby Orthopedic Lease 10 Years Shalby Orthopaedic Hospital As Shalby Limited is the flagship December NA February 6,
Hospital & Research Agreement and Research Centre has company of the group and largely 20, 2016 2017
Centre, Dr Vikram Shah leased the land and building responsible for the value attributed to the
is a partner of Shalby to the Company for a period of group, the Individual Promoters, being
Orthopaedic Hospital ten years ending on February partners of Shalby Orthopaedic Hospital
and Research Centre, 28, 2027 at a monthly lease and Research Centre, decided to extend
and is a director and key rental of ` 50,000 plus taxes the leasehold to the Company for a
managerial person of the etc. consideration that may be lower than the
Company. arm’s length price for comparable leased
properties.
3 Dr. Vikram I Shah, Lease 30 Years Higher of: (a) A guaranteed “Dr Vikram Shah and Mr Uday Bhatt December NA February 6,
Chariman & Managing Agreement minimum monthly have leased the land on which 20, 2016 2017
Director of the Company rental of ` 100,000; and Shalby Naroda is situated to the
(b) A revenue sharing of 2.5% Company for a period of thirty years.
of the gross revenue received As Shalby Limited is the flagship company
and / or generated by Shalby of the group and largely responsible for
Naroda, and booked on the the value attributed to the group, the
credit side of profit and loss Individual Promoter, Dr Vikram Shah,
accounts, in the books of decided to extend the leasehold to the
accounts of the Company. Company for a consideration that may
be lower than the arm’s length price for
comparable leased properties.
2. Details of material contracts or arrangement or transactions at arm’s length basis for FY 2017-18
Date on which
Nature of Duration of the Date(s) of Amount
Name(s) of the related Salient terms of the Contracts Ordinary resolution
Sr. contracts/ contracts/ approval by paid as
party and nature of or arrangements or transactions was passed in
No. arrangements/ arrangements/ the advances, if
relationship including value, if any: general meeting u/s
transactions transactions Board, if any: any:
188(1)
Professional fees
1 Dr. Vikram I Shah, KMP Professional Fees 10 Years Profeesional fee Revised w.e.f 01/01/2016 and January 5, NA NA
payable 1) Arthroplasty: 20% of IPD collection 2016
(Surgery fees + Ward fees); 80% OPD fees
Collected 2) Other than Arthroplasty: 20% of the
PF posting amount, etc amounting to ` 45.23 mn
2 Dr. Darshini V. Shah, Relative Professional Fees 10 Years Professiona lfee payable 1) For SG & Vijay unit: 70% March 28, NA NA
of KMP of dental income 2) For Krishna unit: 30% of dental 2014
income amounting of ` 22.37 mn
Commission
1 Zodiac Mediquip Limited, Commission 5 Years Commission amounting to ` 0.15 mn November 19, NA NA
Promoter Company 2012
Rent Expenses/Income
1 Yogeshwar Healthcare Limited, Rent / Deposite 5 Years Rent ` 0.26 mn Per year and ` 1.2 mn given as February 19, NA NA
Subsidiary Company Deposit 2014
2 Griffin Mediquip LLP Rent Income 11 Months Rendering Services amounting to ` 0.07 mn January 5, NA NA
2016
3 Slaney Healthcare Private Rent Income Ongoing Rendering Services amounting to ` 0.16 mn January 5, NA NA
Limited 2016
1 Griffin Mediquip LLP, group Purchase of Ongoing Purchase of medical material and consumables January 5, NA NA
company medical material value is ` 374.07 mn 2016
and consumables
1 Mr. Shanay Shah Appointment to 3 years Appointment as Director(Designated) -Internal September 5, NA September 29, 2016
the office/place of Business for 3 years wef October 10, 2016 on a 2016
profit monthly remuneration of ` 0.04 Mn
Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and
Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Sr. Particulars Details
1. Median Remuneration of employees for FY 2017-18 ` 1.17 lakhs
2. Ratio of remuneration of each director to the median remuneration Ratio
of employees of the company for FY 2017-18
a. Dr. Vikram Shah N.A., since not drawing remuneration
b. Dr. Darshini Shah N.A., since not drawing remuneration
c. Mr. Shyamal Joshi N.A., since not drawing remuneration
d. Mr. Umesh Menon N.A., since not drawing remuneration
e. Mr. Tej Malhotra N.A., since not drawing remuneration
f. Mr. Ashok Bhatia N.A., since not drawing remuneration
3. Percentage increase in remuneration of each director, CFO, CEO & % increase in FY 2017-18 as compared to FY 2016-17
CS in financial year 2017-18
Directors
a. Dr. Vikram Shah N.A.
b. Dr. Darshini Shah N.A.
c. Mr. Shyamal Joshi N.A.
d. Mr. Umesh Menon N.A.
e. Mr. Tej Malhotra N.A.
f. Mr. Ashok Bhatia N.A.
Key Managerial Personnel
a. Mr. Ravi Bhandari, CEO 10.53%
b. Mr. S. L. Kothari, CFO 12.92%
c. Mr. Jayesh Patel, CS 15.66%
4 Percentage increase in median remuneration of employees in the 15.91%
financial year
5. Number of permanent employees on roll of the company as on 2282
31-03-2018
6. Average percentile increase already made in the salaries of Average percentile increase already made in the salaries
employees other than the managerial personnel in the last of employees other than the managerial personnel in the
financial year and its comparison with the percentile increase in financial year 2017-18 was 9.66%.
the managerial remuneration and justification thereof and point None of the directors was in receipt of remuneration
out if there are any exceptional circumstances for increase in the during FY 2017-18
managerial remuneration
Annexure - E
1.
A brief outline of the company’s CSR policy, including concessional treatments at hospitals, setting up of medical and
overview of projects or programs proposed to be diagnostic camps, projects or programs aimed at eradicating
undertaken and a reference to the web-link to the CSR policy poverty or malnutrition of women and children, pain and
and projects or programs: palliative care etc.
We pursue CSR activities in line with our vision and mission, • Employment enhancing vocational skill development programs
which are not restricted around our unit locations, but also and promoting education.
spread across geographies based on needs of the communities/
• Projects or programs or activities for the protection of elderly
Society.
citizens by establishing, funding or otherwise supporting old
The major focus areas where special Community Development age homes and day care facilities including medical aid.
programs would be run are:
2. The composition of the CSR committee:
• romoting Health care including Preventive Health care through
P
1. Mr. Umesh Menon, Chairman
awareness programs, health check-ups, free or concessional
Medical Camps, provision of medicine & treatment facilities, 2. Mr. Shyamal Joshi, Member
providing pre natal & post natal healthcare facilities, prevention
3. Mrs. Sujana Shah, Member
of female foeticide through awareness creation, program for
preventing diseases and building immunity.
3.
Average net profit of the company for last three
• ealthcare we aspire to deliver facilities to communities and
H financial years for the purpose of computation of CSR:
other sections of the society in the form of primary health ` 469.04 Million
care support through diagnosis and treatments, promoting
preventive healthcare, building awareness about sanitation and 4. Prescribed CSR Expenditure (two per cent of the amount as
medical camps, creating awareness through various programs, in item 3 above): ` 9.38 Million
etc.
5. Details of CSR spent during the financial year:
• rojects or programs or activities aimed at improving the
P
health and hygiene of the socially or economically weaker a) Total amount to be spent for the financial year: ` 9.38
sections, families in the below poverty line (BPL) by providing Million
free or subsidized medicine, clinical laboratory facilities, free or b) Amount unspent: ` 9.38 Million
(` in Million)
1 2 3 4 5 6 7 8
Projects or
Amount spent
Programs (1)
on the projects
Local area Amount
or programs Cumulative Amount
Sector in or other (2) outlay
Sub-heads: expenditure spent: Direct
CSR Project or which the Specify the (budget)
Sr. No. (1) Direct upto to the or through
Activity Identified project is State and project or
expenditure reporting implementing
covered district where programs
on projects or period. agency
projects or wise
programs. (2)
programs was
Overheads
undertaken
1 Activities - - 9.38 - - -
mentioned above
Total - - 9.38 - - -
Annexure - F
To, V.
The following Regulations and Guidelines prescribed
Members, under the Securities and Exchange Board of India Act,
SHALBY LIMITED 1992 (‘SEBI Act’) have become applicable with effect from
Director 15, 2017 (i.e. Date of listing of equity shares on
I have conducted the secretarial audit of the compliance of recognised stock exchanges).
applicable statutory provisions and the adherence to good
corporate practices by SHALBY LIMITED (hereinafter called a. The Securities and Exchange Board of India (Substantial
the Company). Secretarial Audit was conducted in a manner Acquisition of Shares and Takeovers) Regulations, 2011;
that provided me a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing my b. The Securities and Exchange Board of India (Prohibition
opinion thereon. of Insider Trading) Regulations, 1992 and The Securities
and Exchange Board of India (Prohibition of Insider
Based on my verification of the Company’s books, papers, minute Trading) Regulations, 2015;
books, forms and returns filed and other records maintained
by the Company and also the information provided by the c. The Securities and Exchange Board of India (Issue of
Company, its officers, agents and authorized representatives Capital and Disclosure Requirements) Regulations,
during the conduct of secretarial audit, I hereby report that in 2009;
my opinion, the Company has, during the audit period covering
the financial year ended on March 31, 2018 (“Audit Period”) d. The Securities Exchange Board of India (Employee
complied with the statutory provisions listed hereunder Stock Option Scheme and Employee Stock Purchase
and also that the Company has proper Board-processes and Scheme) Guidelines, 1999 and The Securities and
compliance-mechanism in place to the extent, in the manner Exchange Board of India (Share Based Employee
and subject to the reporting made hereinafter: Benefits) Regulations, 2014;
I have examined the books, papers, minute books, forms and e. The Securities and Exchange Board of India (Issue and
returns filed and other records maintained by the Company for listing of Debt Securities) Regulations, 2008;
the financial year ended on March 31, 2018 according to the
provisions of: f. The Securities and Exchange Board of India (Registrars
to an Issue and Share Transfer Agents) Regulations,
I. The Companies Act, 2013 (the Act) and the Rules made 1993 regarding the Companies Act and dealing
thereunder; with client;
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and
g. The Securities and Exchange Board of India (Delisting of
the Rules made thereunder;
Equity Shares) Regulations, 2009; (Not applicable to the
III. The Depositories Act, 1996 and the Regulations and Bye-laws Company during the Audit Period), and
framed thereunder;
h. The Securities and Exchange Board of India (Buyback
IV. Foreign Exchange Management Act, 1999 and the Rules of Securities) Regulations, 1998; (Not applicable to the
and Regulations made thereunder to the extent of Foreign Company during the Audit Period)
Direct Investment, Overseas Direct Investment and External
Commercial Borrowings; VI. Other Laws those are applicable specifically to the Company :
(xi)
Safety Code for Medical Diagnostic X-Ray Adequate notice is given to all directors to schedule the Board
Equipment and Installation, 2001 Meetings, agenda and detailed notes on agenda were sent at
(xii)
Radiation Surveillance Procedures for Medical least seven days in advance, and a system exists for seeking and
Application of Radiation 1989 obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at
(xiii)
Pre-Conception and Pre-Natal Diagnostic
the meeting.
Techniques Act, 1994
(xiv) Medical Termination of Pregnancy Act, 1971 All decisions at Board Meetings and committee Meetings are
carried out unanimously as recorded in the minutes of the
(xv) Consumer Protection Act, 1986
meetings of the Board of Directors or Committee of the Board, as
(xvi) Madhya Pradesh Upcharyagriha Tatha Rujopchar the case may be.
Sambandhi Sthapnaye (Registrikaran tatha
Anugyapan) Adhiniyam, 1973 (“MP Nursing
I further report that there are adequate systems and processes in
Home Act”) the company commensurate with the size and operations of the
(xvii) The Gujarat emergency Medical Services Act. 2007 Company to monitor and ensure compliance with applicable laws,
rules, regulations, guidelines.
2. FOOD SAFETY REGULATIONS
I further report that during the Audit period there were following
(i) Food Safety and Standards Act, 2006
Specific events/actions having a major bearing on company’s
3. ENVIRONMENT REGULATIONS affairs in pursuance of the above referred Laws, Rules, regulations,
guidelines, Standards, etc. which are :
(i) Environment (Protection) Act, 1986
(ii) Water (Prevention and Control of Pollution) Act, 1. Company has issued 1,246,000 equity shares of ` 10 each
1974 at the premium of ` 60 per Share under preferential basis
(iii) Water (Prevention and Control of Pollution) Cess before IPO to employees, doctors, associate persons and
Act, 1977 Shalby Modicos Trust formed for the benefit and welfare of
doctors of the Company.
(iv) Air (Prevention and Control of Pollution ) Act, 1981
(v) Biomedical Waste Management Rules, 2016 2. Company has made Initial Public offering of 20,354,838 equity
(vi) Hazardous and other Wastes (Management and shares of ` 10 each comprising of fresh issue of 19,354,838
Transboundry Movement) Rules, 2016 equity shares and offer for sale of 1,000,000 equity shares at
price of ` 248 per equity share (including premium of ` 238 4. The Company has increased its Authorised share Capital
per share) by way of Book Building process. The issue was from ` 1,112.50 million to ` 1,177.50 million divided into
opened on December 5, 2017 and closed on December 7, 117,750,000 equity shares of ` 10 each consequent upon the
2017 under the said IPO; Company has allotted 19,354,838 implementation of composite scheme of arrangement for
equity shares of ` 10 each at a premium of ` 238 per share spin off of the hospital division of Kamesh Bhargava Hospital
aggregating to ` 4,800 Million on December 13, 2017. The and Research Centre Private Limited (“Transferor Company”)
trading of Equity shares of the Company commenced on and transfer to Shalby Limited (“Transferee Company”) as
National Stock Exchange of India Limited and BSE Limited on approved by National Company Law Tribunal, Chandigarh
December 15, 2017. bench vide its order dated July 13, 2017.
APPENDIX- A 4.
Wherever required, I have obtained the Management
representation about the Compliance of laws, rules and
To, regulations and happening of events etc.
The Members
SHALBY LIMITED 5.
The Compliance of the provisions of Corporate and
other applicable laws, rules, regulations, standards is the
My report of even date is to be read along with this letter. responsibility of the management. My examination was
limited to the verification of procedure on test basis.
1. Maintenance of Secretarial record is the responsibility of the
management of the Company. My responsibility is to express 6. The Secretarial Audit Report is neither an assurance as to
an opinion on these secretarial records based on my audit. the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted
2. I have followed the audit practices and process as were
the affairs of the Company.
appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The
verification was done on test basis to ensure that correct
facts are reflected in Secretarial records. I believe that the
process and practices, I followed provide a reasonable basis
for my opinion.
(Shambhu J. Bhikadia)
3. I have not verified the correctness and appropriateness of Place: Ahmadabad ACS No.8024
financial records and Books of Accounts of the Company. Date: May 7, 2018 C P No.:3894
(` in million)
Name of Director Category Salary Perquisites Sitting fees^ Total
Dr. Vikram Shah Executive Chairman & Managing Director Nil* Nil Nil Nil
Dr. Darshini Shah Non-Executive Nil& Nil Nil Nil
Mr. Shyamal Joshi Non-Executive Nil Nil 0.350 0.350
Mr. Umesh Menon Non-Executive & Independent Director Nil Nil 0.375 0.375
Mr. Tej Malhotra Non-Executive & Independent Director Nil Nil 0.225 0.225
Mr. Ashok Bhatia Non-Executive & Independent Director Nil Nil 0.175 0.175
w.e.f. October 23, 2017
Dr. Dheeraj Sharma Non-Executive & Independent Director Nil Nil 0.075 0.075
upto October 13, 2017
Total Nil Nil 1.200 1.200
^ Sitting fees includes payment for Board-level committee meetings
* Dr. Vikram Shah does not draw any remuneration in his capacity as Managing Director. However, as per consultancy agreement entered into with him
by the Company, he is entitled for Professional Fees and he was paid the professional fees ` 45.23 mn during financial year 2017-18.
& Consultancy agreement has also been entered into Dr. Darshini Shah and the company has paid ` 22.37 mn. to Dr. Darshini Shah towards Professional
Fees for the financial year 2017-18.
II.
Criteria for payment to Non-Executive / Independent and Independent Directors, excluding promoter director, are
Directors paid sitting fees of ` 50,000/- for attending each meeting of
The criteria of making payment to the Non-Executive Directors the Board and ` 25,000/- for attending each meeting of Audit
is based on the varied roles played by them towards the & Risk Management Committee, Nomination & Remuneration
Company. It is not just restricted to corporate governance or Committee, Stakeholder Relationship Committee, CSR
outlook of the Company but they also bring along with them Committee and Independent Directors.
significant professional expertise and rich experience across
the wide spectrum of functional areas such as technology, III. Service Contracts, notice period, severance fees
corporate strategy, finance and other corporate functions. Dr. Vikram Shah was appointed as the Managing Director
The Company seeks their expert advice on various matters in of our Company, w.e.f. March 27, 2015, for a period of five
general management, strategy, business planning, finance, years. However, he does not draw any remuneration. The
science, technology or intellectual property. Non-Executive Company has executed agreements with Dr. Vikram Shah
and Dr. Darshini Shah on February 5, 2014 for availing their The Chairman of the Audit & Risk Management Committee
respective professional services for a period of 10 years with has attended the last Annual General Meeting of the
lock-in period of 5 years and they will be paid Professional Company held on August 28, 2017.
fees as per agreed terms.
II. Invitees to the Committee
There is no other pecuniary relationship or transactions The CFO and Internal Auditor are regular invitees to the
of non-executive directors vis-à-vis the Company, except Committee meetings. The Committee also invites other
payment of professional fees to Dr. Darshini Shah and sitting officials / executives, where it considers appropriate, to
fees to other non-executive directors as stated above. The attend meetings. The Company Secretary is the Secretary to
Company does not have any stock option scheme. the Committee.
No severance fees is payable to any director of the Company. The Audit Committee has reviewed management discussion
and analysis of financial condition and results of operations,
B. Audit & Risk Management Committee
statement of significant related party transactions as
I. Composition of Audit and Risk Management Committee
submitted by the management and other information as
and attendance of members
mentioned in Part C of Schedule II of SEBI (Listing Obligations
The Audit and Risk Management Committee comprises
and Disclosure Requirements) Regulations, 2015.
of 4 members with 3 Independent Directors and 1 Non-
Executive Director as on March 31, 2018. The Audit and Risk
III. Terms of Reference
Management Committee was reconstituted by inclusion of The Audit and Risk Management Committee reviews the
Mr. Ashok Bhatia as a member of the Committee in place of matter falling in its terms of reference and addresses larger
Dr. Dheeraj Sharma w.e.f. October 23, 2017. issues that could be vital concern to the Company. The
Committee constituted by the Board in terms of Section
The Audit and Risk Management Committee met 4 times 177 of the Act, meets the requirement of provisions of
during the year i.e. on June 28, 2017, September 28, 2017, Companies Act, 2013 as well as of the Listing Regulations.
December 28, 2017 and January 9, 2018. The Composition The powers, role and terms of reference of Audit and
of Audit Committee as on March 31, 2018 and attendance of Risk Management Committee include the matters as
members of Audit Committee for meetings held during the specified under the Act and Listing Regulations. The terms
year is as under. of reference of the Committee, broadly includes matters
pertaining to review of financial reporting process, review
No. of of financial results and related information, approval and
meeting disclosures of related party transaction, adequacy of
Name of member Category Status
held and internal control systems, appointment and remuneration
attended of Auditors, adequacy of disclosures, review of changes,
Mr. Umesh Menon Non-Executive Chairman 4/4 if any, in accounting policies & practices, compliance with
& Independent listing and other legal requirements relating to financial
Director statements, Risk Management framework and other
Mr. Shyamal Joshi Non-Executive Member 4/4 relevant matters.
Director
Mr. Tej Malhotra Non-Executive Member 4/3 C. Nomination and Remuneration Committee
& Independent I.
Composition of Nomination and Remuneration
Director Committee and attendance of members
Mr. Ashok Bhatia* Non-Executive Member 2/2 The Nomination and Remuneration Committee comprises
& Independent of 3 members with 2 Independent Directors and 1 Non-
Executive Director as on March 31, 2018. The Nomination and
Director
Remuneration Committee was reconstituted by inclusion of
* Mr. Ashok Bhatia appointed w.e.f. October 23, 2017 in place of Dr. Mr. Ashok Bhatia as a member of the Committee in place of
Dheeraj Sharma Dr. Dheeraj Sharma w.e.f. October 23, 2017.
Evaluation of Performance of the Board, its Committees, E. Corporate Social Responsibility Committee
every Independent Director and Non-Independent (CSR Committee)
Directors, for the Financial Year 2017-18, has been carried As required under Section 135 of the Companies Act 2013,
out in the manner and process as per the policy in this
the Company has constituted CSR Committee of Directors
respect. The Directors are satisfied with the performance
inter-alia to formulate Corporate Social Responsibility (CSR)
and evaluation.
Policy, to recommend the amount of expenditure to be
D. Stakeholder’s Relationship Committee incurred on the activities in line with objectives given in CSR
The Stakeholders’ Relationship Committee, oversees, inter- policy, monitor the CSR policy and other matters as may be
alia, expeditious redressal of shareholders’ grievance such referred by the Board of Directors.
I.
Composition of CSR Committee and attendance of ii. Details of Special Resolution passed through postal ballot:
members No special resolution was passed through postal ballot during
The Committee comprises of 3 directors as on March 31, 2018 the Financial Year ended March 31, 2018. None of the businesses
out of which Chairman is Non-Executive and Independent proposed to be transacted in the ensuing Annual General
Director. During the year Committee met on June 28, 2017. Meeting require special resolution through postal ballot.
No. of H. Disclosures
Name of meeting i. Management Discussion Analysis
Category Status
member held and The Annual Report contains detailed report on Management
attended Discussion and Analysis.
Mr. Umesh Non-Executive Chairman 1/1
Menon Director ii. Related Party Transactions
Mr. Shyamal Non-Executive Member 1/1 Most of the related party transactions that were entered into
Joshi & Independent during the financial year were on arm’s length basis, however,
Director few transactions were not at arm’s length basis and your
Dr. Darshini Non-Executive Member 1/1 Company has, accordingly taken approval of audit committee,
Shah Director Board of Directors and shareholders whenever applicable.
Pursuant to Regulation 23 of the Listing Regulations, all related
party transactions were placed before the Audit Committee on
F. Other Committees
a quarterly basis, specifying the nature, value and terms and
In addition to the above referred committees, the Board
conditions of the transactions for their review and approval.
has also constituted committees of Directors to look into
various routine business matters. These Committees includes
During the year under review, there were no material
Management Committee and IPO Committee.
transactions with related parties except with Griffin Mediquip
LLP, in terms of regulation 23 of SEBI Listing Regulations. The
G. General Body Meetings details of the related party transactions including material are
i. Annual General Meeting provided in the Annexure - C (AOC -2) to the Directors’ Report.
During the preceding three years, the Company’s Annual
General Meetings were held at the Registered office of the The Company has formulated policy for determining
Company at Shalby Hospitals, Opp. Karnavati Club, S. G. ’material’ subsidiaries and policy on dealing with Related
Highway, Ahmedabad 380 015, Gujarat. Party Transactions. The said policies are hosted on the
Company’s website at https://www.shalby.org/wp-content/
The date and time of Annual General Meetings held during uploads/2018/01/Related-Party-Transaction-Policy.pdf
last three years, and the special resolution(s) passed thereat, The Company does not have any Material Subsidiary
are as follows: Company and hence no separate link for making disclosures
of material subsidiary is created.
Year ended Date& time Special resolutions passed
31/03/2017 28/08/2017 No Special Resolution was iii. Accounting Treatment
at 4:00 p.m. passed The Company has followed accounting treatment as prescribed
31/03/2016 29/09/2016 Appointment of Mr. Shanay in Indian Accounting Standard applicable to the Company.
at 3:00 p.m. Shah to an office of place of
profit iv. Compliance by the Company
31/03/2015 30/09/2015 i. Appointment of The Company’s equity shares were listed on National Stock
at 3:00 p.m. M/s. Borad Sanjay Exchange of India Limited (NSE) and BSE Limited (BSE) w.e.f.
B & Associates as December 15, 2017 and has executed Listing Agreement
Cost Auditor of the with them.
Company
The Company has complied with all the applicable provisions
ii. Appointment of Mr.
of the SEBI (Listing Obligations and Disclosure Requirements)
Shyamal Joshi as an
Regulations, 2015 (‘Listing Regulations’) and other SEBI
Independent Director
Regulations wherever applicable. No penalties have been
v. Whistle Blower Policy / Vigil Mechanism The Company does not have any unclaimed shares as on
The Company has a Whistle-Blower Policy for establishing a vigil March 31, 2018 and hence company is not required to
mechanism to report genuine concerns regarding unethical transfer unclaimed shares pursuant to Investor Education
behavior and mismanagement, if any. No employee of the and Protection Fund Authority (Accounting, Audit, Transfer
Company was denied access to the Audit Committee. Details and Refund), Rules, 2016 as notified from time to time.
relating to vigil mechanism are also mentioned in the Board’s
Report. The Whistle-Blower Policy is available on the website x. CEO & CFO Certification
of the Company at https://www.shalby.org/wp-content/ The CEO and CFO of the Company have certified to the Board
uploads/2017/10/vigilmechanism_whistleblower_policy.pdf of Directors, inter-alia, the accuracy of the financial statements
and adequacy of internal controls for the financial reporting as
vi. Foreign exchange risk and hedging activities required under regulation 17(8) of the SEBI Listing Regulations
The Company is exposed to foreign exchange risk to some for the financial year ended March 31, 2018.
extent as portion of revenue of the Company is generated
from international operations in Middle East and Africa. Further
I. Means of Communication
Company also purchased some of its medical equipment from
foreign manufacturers. For mitigating the foreign exchange risk, a. Newspapers: The extracts of quarterly and Annual
financial results of the Company are generally
Company has entered into Cross-currency Interest Rate SWAP
published in leading daily newspaper in India viz.
agreement with the bank. The Company does not enter into
Financial Express and Economic Times (English and
any derivative instruments for trading or speculative purposes. Gujarati editions).
vii.
Compliance with Mandatory and Discretionary b. Disclosure to Stock Exchanges: The Company also
requirements timely disseminate on the website of Stock Exchanges,
The Company has complied with the mandatory all price sensitive matters or such other matters which
requirements of the Corporate Governance of the Listing in its opinion are material and have relevance to the
Regulations and also followed non-mandatory requirements shareholders.
relating to separate post of Chairman and Chief Executive
Officer, financial statements with unmodified audit opinion / c. Website of the Company: The Company’s website
without qualification and direct reporting by internal auditor www.shalby.org contains a separate dedicated section
to Audit Committee etc. “Investors” where information for shareholders is
available. Quarterly and Annual Financial results,
disclosures and filing with the stock exchanges, official
viii. Utilization of proceeds from public issue, rights issue,
press releases, presentations to analysts and institutional
preferential issue etc.
investors and other general information about the
During the year Company has raised an amount aggregating Company are available on the Company’s website.
up to ` 4800 mn. through Initial Public Offer vide Red Herring
Prospectus dated November 24, 2017. As required under d. Annual Report: Annual Report containing, inter alia,
Reg. 16 of SEBI (Issue and Capital Disclosure Requirements), Board’s Report, Auditors’ Report, Audited Financial
Regulation, Company has appointed HDFC Bank Limited Statements and other important information is
as Monitoring Agency for monitoring of utilization of net circulated to Members and others entitled thereto. The
proceeds of the Public offer. Management Discussion and Analysis (MDA) Report
forms part of the Annual Report. The Annual Report is
The details of utilization of issue proceeds has been provided also available on the website of the Company.
in notes to the Accounts. During the year under review, the
company has not deviated in utilizing the proceeds of issue. J. General Information for Shareholders
a) Annual General Meeting and Book Closure:
ix. Unclaimed Dividends and Unclaimed Shares Date, time and venue of AGM: Monday, September 17,
The Company has not declared dividend in the previous 2018 at 9.30 a.m. at H. T. Parekh Hall, The Ahmedabad
years and hence there is no requirement to transfer the Management Association, ATIRA Campus, Dr. Vikram
unpaid or unclaimed dividend on due date to the Investor Sarabhai Marg, University Area, Ahmedabad 380015
Book Closure Period: September 11, 2018 to September Listing on Stock Exchanges: The Company’s equity
d)
17, 2018 (both days inclusive) shares are listed on the following Stock Exchanges.
BSE Limited (BSE), Scrip Code : 540797
b) Financial Year: April 1 to March 31
National Stock Exchange of India Limited (NSE), Stock
c) Financial Results: code : SHALBY
ISIN Number: INE597J01018
First Quarter Results: by August 14
CIN: L85110GJ2004PLC044667
Half Year Results: by November 14
e) Payment of Listing Fees: The Company has paid
Third Quarter Results: by February 14
annual listing fee for the financial year 2018 - 19 to the
Annual Results: by May 30 BSE and NSE within the stipulated time.
Market Price data: The monthly high and low market price of equity shares traded on NSE and BSE are as under. The Company’s
f )
equity shares have been listed on NSE and BSE w.e.f. December 15, 2017.
NSE BSE
Month Share Price Nifty Share Price Sensex
High ` Low ` High Low High ` Low ` High Low
Dec-17 254.80 209.90 10522.40 10074.80 254.65 210.15 34137.97 32595.63
Jan-18 274.40 217.00 11171.55 10404.65 274.00 215.35 36443.98 33703.37
Feb-18 244.90 221.00 11117.35 10276.30 244.95 221.75 36256.83 33482.81
Mar-18 229.70 190.00 10525.50 9951.90 229.05. 192.00 34278.63 32483.84
g) Share price chart vs. NSE Nifty Index and BSE sensex
Shalby Share Price vs. NSE Nifty Index
300 11400
290
11200
280
11000
270
260 10800
250
10600
240
10400
230
220 10200
Dec-17 Jan-18 Feb-18 Mar-18
280 36000
35500
270
35000
260
34500
250
34000
240
33500
230 33000
220 32500
Dec-17 Jan-18 Feb-18 Mar-18
Shalby Price ` BSE Sensex High
* Shares are held by Shalby Medicos Trust, through Mr. Viral Shah-Trustee, Constituted by the Company for the benefit
of doctors associated / to be associated with our Company through subsisting valid contract of consultation for their
services rendered in connection with our Company’s business.
k) Share Transfer system: The Company has very negligible shares in physical mode. The Company has appointed M/s. Karvy
Computershare Pvt. Ltd. as its Registrar & Transfer Agent. The shares received for transfer are processed within prescribed time
line. Request for dematerialization and rematerialization of shares are processed and confirmation thereof is given to respective
depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited within statutory time
line from the date of receipt of physical documents, subject to documents are complete in all respects.
As on March 31, 2018, total 99.96% shares were held in dematerialized form. The shares of the Company are frequently traded
on both the stock exchanges and hence the shares of the Company are liquid.
The Reconciliation of Share Capital Audit Reports (the Audit report) confirm that the total issued, subscribed and paid-up
capital is in agreement with the total number of shares in physical form and dematerialized form held with the depositories. The
said Audit Reports for quarter ended December 2017 and March 2018 have been filed with Stock Exchanges within one month
of end of the each quarter.
Registrar & Transfer Agent: Karvy Computershare Private Limited, Karvy Selenium, Tower B, Plot 31 – 32, Gacchibowli, Financial
District, Nanakramguda, Hyderabad – 500 032, Telangana, India, Tel: +91 40 6716 2222, Fax: +91 40 2343 1551, E-mail: einward.
ris@karvy.com
L. Code of Conduct
The Board has laid down the code of conduct for all Board Members and Senior Managerial Personnel of the Company. The Code of
Conduct is available on the website of the Company at www.shalby.org. All Board Members and Senior Managerial Personnel have
affirmed compliance with the code of conduct for the year ended on March 31, 2018 and a declaration to this effect duly signed by
CEO of the Company has been obtained and is reproduced below.
Declaration
All the Board Members and Senior Management Personnel have affirmed the compliance with Code of Conduct for the year ended
March 31, 2018, as laid down by the Board of Directors pursuant to Regulation 17(5) of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.
For Shalby Limited
Place : Ahmedabad Ravi Bhandari
Date : May 7, 2018 CEO
Subject: Certificate on Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2018 pursuant to Reg.
17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir(s),
We, Ravi Bhandari, Chief Executive Officer and Shantilal Kothari, Chief Financial Officer, have reviewed the standalone & consolidated
financial statements and cash flow statement for the year ended March 31, 2018 and that to the best of our knowledge and belief, we
hereby certify that:
(a) (i) these statement(s) do not contain any materially untrue statement or omit any material fact or contain statement that might be
misleading;
(ii) these statement(s) together present a true and fair view of the Company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
(b) there are, to the best of our knowledge and belief, no transaction entered into by the Company during the year ended March 31,
2018 which are fraudulent, illegal or in violation of the Company’s code of conduct.
(c) we accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and
Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and steps taken or
proposed to be taken to rectify these deficiencies.
(i) There is no significant changes in internal control over financial reporting during the year ended March 31, 2018;
(ii) There is no significant changes in accounting policies during the year ended March 31, 2018; and
(iii) There are no instances of significant fraud of which we are aware and which involve management or an employee having
significant role in the Company’s internal control system over financial reporting.
Yours faithfully, Yours faithfully,
For Shalby Limited For Shalby Limited
Management’s Responsibility for the Standalone An audit involves performing procedures to obtain audit
Ind AS Financial Statements evidence about the amounts and disclosures in the standalone
The Company’s Board of Directors is responsible for the matters Ind AS financial statements. The procedures selected depend
on the auditor’s judgment, including the assessment of the risks
stated in section 134(5) of the Companies Act, 2013 (“the Act”) with
of material misstatement of the standalone Ind AS financial
respect to the preparation and presentation of these standalone
statements, whether due to fraud or error. In making those risk
Ind AS financial statements that give a true and fair view of
assessments, the auditor considers internal financial control
the financial position, financial performance including other
relevant to the Company’s preparation of the standalone Ind AS
comprehensive income, cash flows and changes in equity of the
financial statements that give true and fair view in order to design
Company in accordance with the accounting principles generally
audit procedures that are appropriate in the circumstances. An
accepted in India, including the Indian Accounting Standards (Ind
audit also includes evaluating the appropriateness of accounting
AS) prescribed under Section 133 of the Act, read with relevant
policies used and the reasonableness of the accounting estimates
Rules issued thereunder.
made by Company’s Directors, as well as evaluating the overall
presentation of the standalone Ind AS financial statements.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provision of the Act We believe that the audit evidence we have obtained is sufficient
for safeguarding the assets of the Company and for preventing and appropriate to provide a basis for our audit opinion on
and detecting frauds and other irregularities; selection and standalone Ind AS financial statements
application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, Opinion
implementation and maintenance of adequate internal financial In our opinion and to the best of our information and according
controls, that were operating effectively for ensuring the accuracy to the explanations given to us, the aforesaid standalone Ind
and completeness of the accounting records, relevant to the AS financial statements give the information required by the
preparation and presentation of the standalone Ind AS financial Act in the manner so required and give a true and fair view in
statements that give a true and fair view and are free from material conformity with the accounting principles generally accepted in
misstatement, whether due to fraud or error. India including Ind AS, of the financial position of the company as
at March 31, 2018 and its financial performance including other (f ) With respect to the adequacy of the internal financial
comprehensive income, its cash flows and the changes in equity controls over financial reporting of the Company and
for the year ended on that date. the operating effectiveness of such controls, refer to our
separate report in “Annexure B”; and
Report on Other Legal and Regulatory
Requirements (g) With respect to the other matters to be included in
1. As required by the Companies (Auditor’s Report) Order 2016 the Auditor’s Report in accordance with Rule 11 of
(“the Order”) issued by the Central Government of India in the Companies (Audit and Auditors) Rules, 2014 in
terms of sub section (11) of section 143 of the Act, we give our opinion and to the best of our information and
in the “Annexure – A”, a statement on the matters specified in according to the explanations given to us :
paragraphs 3 and 4 of the Order.
(i) The Company has disclosed the impact of pending
2. As required by section 143(3) of the Act, we report that: litigations on its financial position in its standalone
Ind AS financial statements - Refer Note 38 to the
(a) We have sought and obtained all the information and standalone Ind AS financial statements.
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit. (ii)
The Company did not have any long-term
contracts including derivatives contracts for which
(b) In our opinion, proper books of account as required by there were any material foreseeable losses.
law have been kept by the Company so far as appears
from our examination of those books. (iii)
There were no amounts which were required
to be transferred to the Investor Education and
(c) The Balance Sheet, the Statement of Profit and Loss, the Protection Fund by the Company.
Statement of Cash Flows and Statement of Changes in
Equity dealt with by this Report are in agreement with
the books of account.
(i) (a)
In our opinion and according to information and (iii) The Company has not granted any secured / unsecured
explanation given to us, the Company has maintained loan to any parties covered in the register maintained under
proper records showing full particulars including section 189 of the Companies Act, 2013. Accordingly, the
quantitative details and situation of its fixed assets. provisions of Clause 3(iii) of the Order are not applicable to
the Company.
(b) The fixed assets of the Company are physically verified
by the management according to phased program (iv)
In our opinion and according to the information and
designed to cover all the items once in period of three explanations given to us, the Company has complied with
years which in our opinion is reasonable having regard the provisions of section 185 and 186 of the Act, with respect
to the size of the Company and nature of its assets. to the loans, investments, guarantees and securities.
Pursuant to program, a physical verification of buildings
and vehicles were carried out during the year by the (v) According to information and explanations given to us, the
management and no material discrepancies between Company has not accepted any deposits as defined in The
the book records and physically inventory have been Companies (Acceptance of Deposits) Rules 2014. Accordingly,
noticed. the provisions of Clause 3(v) of the Order are not applicable
to the Company.
(c) According to the information and explanations given to
us and on the basis of our examination of the records (vi)
We have broadly reviewed the cost records maintained
of the Company provided to us, the title deeds of by the Company pursuant to rules made by the Central
immovable properties are held in the name of the Government. We are of the opinion that prima facie the
Company except freehold land and leasehold land prescribed accounts and records have been maintained
aggregate amounting to ` 719.63 million acquired and being made. We have not, however, made a detailed
pursuant to schemes of amalgamation in the nature examination of these records with a view to determine
of merger which is pending for registration in the whether they are accurate or complete.
name of the Company. Further as per information and
explanations given to us all the existing buildings of the (vii) (a) According to the information given to us, the Company
Company are either constructed on freehold / leasehold is generally regular in depositing with appropriate
land or acquired pursuant to scheme of amalgamation authorities undisputed statutory dues and Company
in the nature of merger. had no arrears of such outstanding statutory dues as at
March 31, 2018 for a period more than six months from
(ii) According to information and explanation given to us, the the date they became payable.
Management of the Company has conducted physical
verification of inventory at the year end and no material (b) According to the information and explanations given to
discrepancies were noticed on such physical verification us, the company has no disputed outstanding statutory
during the year. dues as at March 31, 2018 other than stated below:
(` in Million)
Disputed Period to which Forum where
Name of the Nature of the
Amount ` the amount dispute is Remarks
Statute Dues
in Million relates pending
Sales Tax Demand Notice 52.61 F. Y. 2009-10 Assistant Against the disputed liability as per the
issued by Sales Commissioner management representation and the expert
Tax Department of Sales Tax advice obtained by company, the contingent
liability is ` 5.42 million
Sales Tax Demand Notice 63.13 F. Y. 2010-11 Assistant Against the disputed liability as per the
issued by Sales Commissioner management representation and the expert
Tax Department of Sales Tax advice obtained by company, the contingent
liability is ` 2.02 million.
Sales Tax Demand Notice 74.91 F. Y. 2011-12 Assistant Against the disputed liability as per the
issued by Sales Commissioner management representation and the expert
Tax Department of Sales Tax advice obtained by company, the contingent
liability is ` 1.82 million.
Sales Tax Demand Notice 91.9 F. Y. 2012-13 Assistant Against the disputed liability as per the
issued by Sales Commissioner management representation and the expert
Tax Department of Sales Tax advice obtained by company, the contingent
liability is ` 1.96 million.
Sales Tax Demand Notice 101.26 F. Y. 2013-14 Assistant Against the disputed liability as per the
issued by Sales Commissioner management representation and the expert
Tax Department of Sales Tax advice obtained by company, the contingent
liability is ` 2.94 million.
Tax Demand Notice 105.88 A. Y. 2014-15 CIT (A) Against the disputed liability as per the
Deducted at issued by Tax management representation, the contingent
Sources Department liability is ` 2.63 million (including interest )
(viii) According to the information and explanations given to us, applicable and the details have been disclosed in the notes
the Company has not defaulted in the repayment of loans to the financial statements, as required by the applicable
and borrowings to financial institutions, banks, government accounting standards.
or dues to debenture holders during the year.
(xiv) According to the information and explanations give to us and
(ix) The Company has raised moneys by way of initial public based on examination of records of the Company provided
offer during the year. The same have been applied for the to us, during the current financial year the Company has
purposes for which they have been obtained. made preferential allotment / private placement of fully paid
equity shares and the fund so raised have been used for the
(x)
According to the information and explanations given to purposes for which they were raised.
us, no fraud by company or any fraud on the company by
its officers and employees have been noticed or reported (xv) According to the information and explanations given to us,
during the year. the Company has not entered into non-cash transactions
with directors or persons connected with him. Accordingly,
(xi)
According to the information and explanations give to paragraph 3(xv) of the Order is not applicable.
us, the Company has not paid/provided for managerial
remuneration during the year. Accordingly, the provisions of (xvi) The Company is not required to be registered under section
Clause 3(xi) of the Order are not applicable to the Company. 45-IA of the Reserve Bank of India Act 1934.
(xii)
In our opinion and according to the information and
explanations given to us, the Company is not a Nidhi FOR G. K. CHOKSI & CO.
Company. Accordingly, paragraph 3(xii) of the Order is not [Firm Registration No. 101895W]
applicable. Chartered Accountants
Report on the Internal Financial Controls under Clause (i) of Our audit involves performing procedures to obtain audit
Sub-section 3 of Section 143 of the Companies Act, 2013 evidence about the adequacy of the internal financial controls
(“the Act”) system over financial reporting and their operating effectiveness.
We have audited the internal financial controls over financial Our audit of internal financial controls over financial reporting
reporting SHALBY LIMITED (“the Company”) as of March 31, 2018 included obtaining an understanding of internal financial
in conjunction with our audit of the standalone Ind AS financial controls over financial reporting, assessing the risk that a material
statements of the Company for the year ended on that date. weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed
Management’s Responsibility for Internal risk. The procedures selected depend on the auditor’s judgment,
Financial Controls including the assessment of the risks of material misstatement of
The Company’s management is responsible for establishing and the standalone Ind AS financial statements, whether due to fraud
maintaining internal financial controls based on the internal or error.
control over financial reporting criteria established by the
Company considering the essential components of internal control We believe that the audit evidence we have obtained is sufficient
stated in the Guidance Note on Audit of Internal Financial Controls and appropriate to provide a basis for our audit opinion on the
over Financial Reporting issued by the Institute of Chartered Company’s internal financial controls system over financial
Accountants of India (‘ICAI’). These responsibilities include the reporting.
design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the Meaning of Internal Financial Controls over
orderly and efficient conduct of its business, including adherence Financial Reporting
to company’s policies, the safeguarding of its assets, the prevention A company’s internal financial control over financial reporting is a
and detection of frauds and errors, the accuracy and completeness process designed to provide reasonable assurance regarding the
of the accounting records, and the timely preparation of reliable reliability of financial reporting and the preparation of financial
financial information, as required under the Companies Act, 2013. statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal financial
Auditors’ Responsibility control over financial reporting includes those policies and
Our responsibility is to express an opinion on the Company’s procedures that
internal financial controls over financial reporting based on our
(1) pertain to the maintenance of records that, in reasonable
audit. We conducted our audit in accordance with the Guidance
detail, accurately and fairly reflect the transactions and
Note on Audit of Internal Financial Controls over Financial
dispositions of the assets of the company;
Reporting (the “Guidance Note”) and the Standards on Auditing,
issued by ICAI and deemed to be prescribed under section 143(10) (2) provide reasonable assurance that transactions are recorded
of the Companies Act, 2013, to the extent applicable to an audit of as necessary to permit preparation of financial statements in
internal financial controls, both applicable to an audit of Internal accordance with generally accepted accounting principles,
Financial Controls and, both issued by the Institute of Chartered and that receipts and expenditures of the company are being
Accountants of India. Those Standards and the Guidance Note made only in accordance with authorisations of management
require that we comply with ethical requirements and plan and and directors of the company; and
perform the audit to obtain reasonable assurance about whether
(3) provide reasonable assurance regarding prevention or timely
adequate internal financial controls over financial reporting
detection of unauthorised acquisition, use, or disposition of
was established and maintained and if such controls operated
the company’s assets that could have a material effect on the
effectively in all material respects.
financial statements.
Inherent Limitations of Internal Financial Controls reporting were operating effectively as at March 31, 2018, based
over Financial Reporting on the internal control over financial reporting criteria established
Because of the inherent limitations of internal financial controls by the Company considering the essential components of internal
over financial reporting, including the possibility of collusion control stated in the Guidance Note on Audit of Internal Financial
or improper management override of controls, material Controls Over Financial Reporting issued by the Institute of
misstatements due to error or fraud may occur and not be detected. Chartered Accountants of India.
Also, projections of any evaluation of the internal financial controls
over financial reporting to future periods are subject to the risk that
the internal financial control over financial reporting may become
inadequate because of changes in conditions, or that the degree FOR G. K. CHOKSI & CO.
of compliance with the policies or procedures may deteriorate. [Firm Registration No. 101895W]
Chartered Accountants
Opinion
In our opinion, the Company has, in all material respects, an J. D. PATEL
adequate internal financial controls system over financial Place : Ahmedabad Partner
reporting and such internal financial controls over financial Date : May 7, 2018 Mem. No. 32780
(` in Million)
Note No. March 31, 2018 March 31, 2017 April 1, 2016
ASSETS
Non-current assets
Property, Plant and Equipment 5 6 388.47 3 120.37 3 082.63
Capital work-in progress 6 464.03 2 207.03 821.87
Goodwill 81.97 - -
Intangible Assets 7 2.94 1.61 3.51
Intangible assets under development 8 3.82 2.27 0.06
Financial Assets
Investments 9 9.10 94.10 93.97
Loans 10 77.70 - -
Other Financial Assets 11 229.37 19.12 12.49
Deferred Tax assets (Net) 12 111.56 71.61 170.45
Other non current assets 13 74.79 363.69 275.30
7 443.75 5 879.80 4 460.28
Current assets
Inventories 14 118.81 75.58 73.37
Financial assets
Investments 9 13.54 4.30 -
Trade Receivables 15 601.49 334.58 285.45
Cash and Cash Equivalents 16 108.82 115.82 82.64
Other Bank Balances 17 1 042.29 41.21 70.96
Loans 10 - 86.07 66.67
Other Financial Assets 11 158.94 153.69 21.85
Current Tax Assets (Net) 18 97.02 81.30 91.31
Other Current Assets 13 111.06 47.59 48.09
Assets held for sale 19 131.92 - -
2 383.89 940.14 740.34
Total Assets: 9 827.64 6 819.94 5 200.62
EQUITY AND LIABILITIES
Equity
Equity Share Capital 20 1 080.10 874.09 873.55
Other Equity 21 6 672.37 1 711.35 1 404.10
7 752.47 2 585.44 2 277.65
Liabilities
Non-current Liabilities
Financial Liabilities
Borrowings 22 749.82 2 854.04 2 023.35
Other Financial Liabilities 23 46.23 22.47 29.46
Provisions 24 13.71 15.18 7.80
Other Non-current Liabilities 25 128.41 88.78 -
938.17 2 980.47 2 060.61
Current liabilities
Financial Liabilities
Borrowings 22 157.16 229.72 64.78
Trade Payables 26 479.93 391.78 449.98
Other Financial Liabilities 23 445.30 577.80 312.80
Other Current liabilities 25 45.02 43.51 29.46
Provisions 24 6.05 7.51 1.63
Current tax liabilities 27 3.54 3.71 3.71
1 137.00 1 254.03 862.36
Total Equity and Liabilities: 9 827.64 6 819.94 5 200.62
The accompanying notes are an integral part of the financial statements.
As per our report of even date attached
For G. K. CHOKSI & CO. For and on behalf of the Board
[Firm Registration No. 101895W] DR. VIKRAM I. SHAH SHYAMAL S. JOSHI RAVI S. BHANDARI
Chartered Accountants Chairman & Managing Director Director Chief Executive Officer
DIN: 00011653 DIN: 00005766
J. D. PATEL
Partner S L KOTHARI JAYESH R. PATEL
Mem. No. 32780 Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : May 7, 2018 Date : May 7, 2018
(` in Million)
Note No. March 31, 2018 March 31, 2017
INCOME
Revenue from Operations 28 3 855.23 3 223.86
Other Income 29 87.12 60.43
Total Income: 3 942.35 3 284.29
EXPENSES
Operative expenses 30 2 169.00 1 822.31
Purchase of stock in trade 31 82.36 57.55
Changes in inventories 32 (7.21) (4.68)
Employee benefits expense 33 447.96 376.89
Finance Cost 34 121.34 102.15
Depreciation and Amortization 35 224.32 160.08
Other Expenses 36 319.57 249.79
Total Expenses: 3 357.34 2 764.09
Profit before exceptional items and tax 585.01 520.20
Exceptional Items - -
Profit Before Tax 585.01 520.20
Tax expense 12
Current tax 101.40 116.50
Deferred tax 43.47 100.08
Total tax expense: 144.86 216.58
Profit for the year from continuing operations 440.15 303.62
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement of the defined benefit plans 4.19 (3.58)
Tax relating to remeasurement of the defined benefit plans (1.45) 1.24
2.74 (2.34)
Total comprehensive income for the year, net of tax 442.88 301.28
Earning per Equity Share 37
Basic 2.97 3.48
Diluted 2.97 3.48
The accompanying notes are an integral part of the financial statements.
As per our report of even date attached
(` in Million)
March 31, 2018 March 31, 2017
A. Cash flow from operating activities
Profit/(Loss) for the year before taxation 585.01 520.20
Adjustments for
Depreciation and amortisation 224.32 160.08
Finance cost 121.34 102.15
Interest Income from financial assets measured at amortised cost
- on fixed deposits with Bank (26.68) (7.67)
- on other financial assets (3.99) (8.15)
Loss/gain on sale of property plant & equipment (net) - (2.33)
Bad debt provision for doubtful debts 2.62 3.80
OCI Adjustment 4.19 (3.58)
Operating profit before working capital changes 906.81 764.49
Adjustments for
Decrease / (Increase) in Inventories (42.67) (2.21)
Decrease / (Increase) in Trade receivables (269.53) (52.93)
Decrease / (Increase) in Other Non current financial assets (210.25) (6.63)
Decrease / (Increase) in Other current financial asset 5.07 (126.84)
Decrease / (Increase) in Other non current asset (82.48) (88.39)
Decrease / (Increase) in Other current assets (63.47) 0.50
Increase / (Decrease) in Trade Payables 88.15 (58.20)
Increase / (Decrease) in Provisions (4.09) 13.53
Increase / (Decrease) in Other Non current financial liabilities 23.76 (6.99)
Increase / (Decrease) in Other Non current liabilities 39.63 88.78
Increase / (Decrease) in Other current financial liabilities (123.14) 271.36
Increase / (Decrease) in Other current liabilities 1.51 14.05
Loans current / non current 8.37 (19.40)
Other bank balances (1 001.08) 29.75
Cash generated from operations (723.41) 820.87
Direct taxes Refund/(paid) (117.30) (106.49)
Net Cash from Operating Activities [A] (840.72) 714.38
B. Cash flow from investing activities
Purchase of fixed property, plant and equipment (1 382.60) (1 580.96)
Payment for purchase of investments (56.16) (4.43)
Interest received 22.01 10.82
Net Cash from / (used in) investing activities [B] (1 416.75) (1 574.57)
(` in Million)
March 31, 2018 March 31, 2017
C. Cash flow from financing activities
Proceeds from allotment of shares 203.28 0.54
Proceeds from borrowings - non current (2 104.22) 830.69
Proceeds from borrowings - current (151.78) 164.94
IPO Expenses (245.20) -
Securities premium received on allotment of shares 4 681.21 3.24
Proceed from share application money pending for allotment - 2.73
Interest paid (136.43) (108.51)
Dividend paid to company’s shareholders - (0.26)
Net cash flow from financial activities [C] 2 246.86 893.37
Net Increase/(Decrease) in cash & cash equivalents [A+B+C] (10.61) 33.18
Cash and cash equivalents opening 115.82 82.64
Add: On account of Business Combination 3.61 -
Cash and cash equivalents closing 108.82 115.82
Components of Cash and cash equivalent
Balances with scheduled banks 61.67 51.20
Fixed Deposits with maturity less than 3 months 38.90 48.74
Cash in hand 8.25 15.88
108.82 115.82
Explanatory Notes to Cash Flow Statement
1 The Cash Flow Statement is prepared by using indirect method as set out in Indian Accounting Standard (Ind AS 7) statement of cash
flow.
2 In Part A of the Cash Flow Statements, figures in brackets indicates deductions made from the net profit for deriving the cash flow
from operating activities. In part B & part C, figures in brackets indicates cash outflows.
As per our report of even date attached
B. Other equity
(` in Million)
Other
Reserves and Surplus Comprehensive
Income
Particulars Total equity
Capital Share Application Other Items of
Securities Retained
Redemtion Money Pending comprehensive
Premium Earnings
Reserve allotment Income
Balance as at April 1, 2016 - - 1 404.10 - - 1 404.10
Profit for the year - - 303.62 - - 303.62
Received during the year 3.24 - - 2.73 - 5.97
Addition during the year - 5.33 (5.33) - - -
Other comprehensive income for the year - - - - (2.34) (2.34)
Balance as at March 31, 2017 3.24 5.33 1 702.39 2.73 (2.34) 1 711.35
Profit for the year - - 440.15 - - 440.15
Received during the year 4 681.21 - - - - 4 681.21
Share Issue Expenses (Net of Taxes) (160.34) - - - - (160.34)
Addition during the year - - - - - -
Deduction during the year - - - (2.73) - (2.73)
Other comprehensive income for the year - - - - 2.74 2.74
Balance as at March 31, 2018 4 524.11 5.33 2 142.54 - 0.40 6 672.37
Note 1 : Corporate Information the Companies’ Act, 2013 (“the Act”) duly approved by the
Shalby Limited (the company) is a company engaged in healthcare Board of Directors at its meeting held on May 7, 2018.
delivery space and listed with bourses in India. The registered
office of the Company is located at Opposite Karnavati Club, 2.2 Basis of Measurement
Sarkhej Gandhinagar Highway, Near Prahladnagar Garden, The standalone Ind AS financial statements of the Company
Ahmedabad – 380 015. The company operates as a chain of multi- have been prepared and presented in accordance with the
specialty hospitals across India. The business of the company is Generally Accepted Accounting Principles (GAAP) under the
to offer tertiary and quaternary healthcare services to patients historical cost convention on accrual basis of accounting,
in various areas of specialization such as orthopedics, complex except for certain Assets and Liabilities as stated below:
joint replacements, cardiology, neurology, oncology, renal
transplantations etc. (a) Financial instruments (assets / liabilities) classified as
Fair Value through profit or loss or Fair Value through
The standalone Ind AS financial statements for the year ended Other Comprehensive Income are measured at Fair
March 31, 2018 were authorized for issue in accordance with Value.
resolution passed by the Board of Directors of the company on
May 7, 2018. (b) The defined benefit asset/liability is recognised as the
present value of defined benefit obligation less fair
Note 2 : Basis of Preparation value of plan assets.
These standalone Ind AS financial statements of the company have
been prepared in accordance with Indian Accounting Standards (c) Assets held for sale measured at fair value less cost to
sales
(“Ind AS”) notified under the Companies (Indian Accounting
Standards) Rules, 2015 and Companies (Indian Accounting
The above items have been measured at Fair Value and the
Standards) Amendment Rules, 2016, as applicable. For all periods
methods used to measure Fair Values are discussed further in
up to and including the year ended March 31, 2017, the Company
Note 4.18.
prepared its financial statements in accordance with the then
applicable Accounting Standards in India (‘previous GAAP’). These
2.3 Functional and Presentation Currency
financial statements for the year ended March 31, 2018 are the first
Items included in the standalone financial statements of the
Ind AS financial statements. The date of transition to Ind AS is April
Company are measured using the currency of the primary
1, 2016. The comparative figures in the Balance Sheet as at March
economic environment in which the Company operates
31, 2017 and April 1, 2016 and Statement of Profit and Loss and
(“the functional currency”). Indian Rupee is the functional
Cash Flow Statement for the year ended March 31, 2017 have been
currency of the Company.
restated accordingly. Accounting Policies have been consistently
applied except where newly issued accounting standard is initially The standalone financial statements are presented in Indian
adopted or revision to the existing standards requires a change in Rupees (`) which is the company’s presentation currency,
the accounting policy hitherto in use. Management evaluates all and all the values are rounded to the nearest millions except
recently issued or revised accounting standards on an on-going when otherwise stated.
basis.
2.4 Standard issued but not yet effective
Refer Note 4.21 for the explanations of transition to Ind AS Ministry of Corporate Affairs (MCA) issued the Companies
including the details of first-time adoption exemptions availed by (Indian Accounting Standards) (Amendments) Rules, 2018,
the Company. (‘the Rules’) on 28th March, 2018.The rules notify the new
Revenue Standard Ind AS 115 ‘Revenue from Contracts
2.1 Statement of Compliance with Customers’ and also bring in amendments to existing
The standalone Ind AS financial statements comprising Ind AS. The rules shall be effective from reporting period
Balance Sheet, Statement of Profit and Loss, Statement of beginning on or after April 1, 2018 and cannot be reported
Changes in Equity and Cash Flow Statement, together with early. Hence, not applied in the preparation of these
notes for the year ended March 31, 2018 have been prepared financial statements.
in accordance with Ind AS as notified under section 133 of
(i) Financial liabilities at Amortized Cost: significant to the Company’s Operations. A Change in
The Company is classifying the following under business occurs when the company either begins or
amortized cost: ceases to perform an activity that is significant to its
- Borrowing from Banks operations. If the Company reclassifies financial assets,
it applies the reclassification prospectively effective
- Borrowing from Others from the reclassification date which is the first day
- Trade Payables of the immediately next reporting period following
the change in business model. The Company does
- Other Financial Liabilities not restate any previously recognised gains, losses
(including impairment gains or losses) or interest.
Amortized cost for financial liabilities represents
amount at which financial liability is measured at
4.2 Share Capital
initial recognition minus the principal repayments,
Ordinary Shares are classified as equity. Incremental costs
plus or minus cumulative amortization using
directly attributable to the issue of new ordinary shares or
the effective interest method of any differences
share options are recognized as a deduction from equity, net
between the initial amount and maturity amount.
of any tax effects.
(ii) Financial liabilities at Fair Value through Profit or
Loss: 4.3 Property, Plant and Equipment
Financial liabilities held for trading are measured Property, plant and equipment held for use in the supply of
at Fair Value through Profit or Loss goods or services, or for administrative purposes, are stated
in the balance sheet at cost less accumulated depreciation
De-recognition of Financial Liabilities: and accumulated impairment losses. Freehold land is not
Financial liabilities shall be derecognized when, depreciated. All repairs and maintenance costs are charged
and only when, it is extinguished i.e. when the to the income statement during the financial period in which
obligation specified in the contract is discharged they are incurred.
or cancelled or expires.
Properties in the course of construction for supply of services
(c) Offsetting of Financial assets and Financial Liabilities or administrative purpose are carried at cost, less any
Financial assets and Financial Liabilities are offset and recognised impairment loss. Cost includes professional fees
the net amount is presented in Balance Sheet when, and other directly attributable cost and for qualifying assets,
and only when, the Company has legal right to offset borrowing cost capitalised in accordance with the Company’s
the recognized amounts and intends either to settle accounting policy. Such properties are classified to the
on the net basis or to realize the assets and liabilities appropriate categories of Property Plant and equipment
simultaneously. when completed and ready for intended use. Depreciation
of these assets, on the same basis as other property assets,
(d) Reclassification of Financial Assets
commences when the assets are ready for their intended use.
The Company determines classification of financial
assets and liabilities on initial recognition. After initial
Depreciation is recognised so as to write off the cost of assets
recognition, no reclassification is made for financial
(other than freehold land and properties under construction)
assets which are categorized as equity instruments
less their residual values over their useful lives as prescribed
at FVTOCI, and financial assets or liabilities that are
under Part C of Schedule II to the Companies Act 2013, using
specifically designated as FVTPL. For financial assets
which are debt instruments, a reclassification is the straight-line method. The estimated useful lives, residual
made only if there is a change in business model for values and depreciation method are reviewed at the end
managing those assets. Changes to the business model of each reporting period, with the effect of any changes in
are expected to be very infrequent. The management estimate accounted for on a prospective basis. Depreciation
determines the change in a business model as a for assets purchased/sold during a period is proportionately
result of external or internal changes which are charged for the period of use.
Assets held under finance leases are depreciated over their and accumulated impairment losses. Amortisation is
expected useful lives on the same basis as owned assets. recognised on a straight-line basis over their estimated
Leasehold land with lease term of 99 years or more and useful lives. The estimated useful life and amortisation
renewable with mutual consent are considered as finance method are reviewed at the end of each reporting period,
leases with perpetual lease term and the same are not with the effect of any changes in estimate being accounted
amortised with effect from April 1, 2016. for on a prospective basis. Intangible assets with indefinite
useful lives that are acquired separately are carried at cost
Estimated useful lives of the assets are as follows: less accumulated impairment losses.
the estimated selling price in the ordinary course of business. An impairment loss is reversed if there has been
Cost of inventories comprises of all costs of purchase and a change in the estimates used to determine the
other costs incurred in bringing the inventories to their recoverable amount. An impairment loss is reversed
present location, after adjusting for VAT/GST wherever only to the extent that the asset’s carrying amount does
applicable. not exceed the carrying amount that would have been
determined, net of depreciation or amortization, if no
Materials and consumables and general stores are charged impairment loss had been recognized directly in other
to the Statement of Profit and Loss as and when they are comprehensive income and presented within equity.
procured and stock of such items at the end of the year is
valued at cost. 4.7 Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized if, as a result of a past event, the
4.6 Impairment Company has a present legal or constructive obligation that
(a) Financial assets (other than at fair value) can be estimated reliably, and it is probable that an outflow
The Company assesses at each date of balance sheet, of economic benefits will be required to settle the obligation.
whether a financial asset or a group of financial assets If the effect of the time value of money is material, provisions
is impaired. Ind AS 109 requires expected credit are discounted using a current pre tax rates that reflects,
losses to be measured though a loss allowance. The where appropriate, the risks specific to the liability. Where
Company recognises lifetime expected losses for all
discounting is used, the increase in the provision due to the
contract assets and / or all trade receivables that do
passage of time is recognized as a finance cost.
not constitute financing transaction. For all other
financial assets, expected credit losses are measured at
A provision for onerous contract is recognized when the
an amount equal to the twelve-month expected credit
expected benefits to be derived by the Company from a
losses or at an amount equal to the life time expected
contract are lower than the unavoidable cost of meeting its
credit losses if the credit risk on the financial asset has
obligations under the contract. The provision is measured
increased significantly, since initial recognition.
at the present value of the lower of the expected cost
(b) Non-financial assets of terminating the contract and the expected net cost
Tangible and Intangible assets of continuing with the contract. Before a provision is
Property, Plant and equipment and intangible assets established, the Company recognizes any impairment loss
with finite life are evaluated for recoverability whenever on the assets associated with the contract.
there is an indication that their carrying amounts may
not be recoverable. If any such indication exists, the Contingent liabilities are not recognised in the financial
recoverable amount (i.e. higher of the fair value less statements. A contingent asset is neither recognised nor
cost to sell and the value-in-use) is determined on an disclosed in the financial statements.
individual asset basis unless the asset does not generate
cash flows that are largely independent of those from 4.8 Revenue Recognition
other assets. In such cases, the recoverable amount is Revenue is recognised to the extent that it is probable that the
determined for cash generating unit (CGU) to which the economic benefits will flow to the Company and the revenue
asset belongs. can be reliably measured, regardless of when the payment
is being made. Revenue is measured at the fair value of the
If the recoverable amount of an asset (or CGU) is consideration received or receivable, taking into account
estimated to be less than its carrying amount, the contractually defined terms of payment and excluding taxes
carrying amount of the asset (or CGU) is reduced to it’s or duties collected on behalf of the government.
recoverable amount. An impairment loss is recognised
in the statement of profit and loss. (a) Rendering of Services
Healthcare Services
Reversal of impairment loss Revenue primarily comprises fees charged for inpatient
Impairment losses recognized in prior periods are and outpatient hospital services. Services include
assessed at each reporting date for any indications that charges for accommodation, medical professional
the loss has decreased or no longer exists. services, equipment, radiology, laboratory and
pharmaceutical goods used in treatments given to refundable lease premium) and terms of the lease transfer
Patients. Revenue is recorded and recognised during substantially all the risks and rewards of ownership to the
the period in which the hospital service is provided, lessee. All other leases are classified as operating leases.
based upon the amounts due from patients and/or
medical funding entities. Unbilled revenue is recorded Assets held under finance leases are initially capitalised as
for the service where the patients are not discharged assets of the Company at their fair value at the inception of
and invoice is not raised for the service. the lease. The corresponding liability to the lessor is included
in the balance sheet and the lease payments are apportioned
Other Services between finance expenses and reduction of the lease
Income from Clinical trials on behalf of Pharmaceutical obligation so as to achieve a constant rate of interest on the
Companies is recognized on completion of the service,
remaining balance of the liability.
based on the terms and conditions specified to each
contract.
Rental expense from operating leases is generally recognised
on a straight-line basis over the term of the relevant lease.
Other services fee is recognized on basis of the services
Where the rentals are structured solely to increase in line
rendered and as per the terms of the agreement.
with expected general inflation to compensate for the
(b) Sale of Goods lessor’s expected inflationary cost increases, such increases
Pharmacy Sales are recognised when the significant are recognised in the year in which such benefit accrue.
risks and rewards of ownership is transferred to the Contingent rentals arising under operating leases are
customer. Revenue is measured at the fair value of recognised as an expense in the period in which they are
the consideration received or receivable, taking into incurred.
account contractually defined terms of payment and
excluding taxes or duties collected on behalf of the 4.10 Foreign Currency Translation
government. Revenue is reduced for rebates granted The functional currency of the Company is the Indian Rupee
upon purchase and are stated net of returns and (`).
discounts wherever applicable. Sales are adjusted for
Value Added Tax/GST wherever applicable. Exchange differences on monetary items are recognised in
the Statement of profit and loss in the period in which they
(c) Dividend and Interest Income arise except for:
Dividend income from investments is recognised when
the right to receive payment has been established (i) exchange differences on foreign currency borrowings
(provided that it is probable that the economic benefits relating to assets under construction for future
will flow to the Company and the amount of income productive use, which are included in the cost of those
can be measured reliably). assets when they are regarded as an adjustment to
interest costs on those foreign currency borrowings;
Interest income from a financial asset is recognised
when it is probable that the economic benefits will (ii) exchange differences arising from translation of long-
flow to the Company and the amount of income can be term foreign currency monetary items recognised in
measured reliably. Interest income is accrued on a time the financial statements of the Company for the period
basis, by reference to the principal outstanding and at
immediately before the beginning of the first Ind AS
the effective interest rate applicable, which is the rate
financial reporting period (prior to April 1, 2016), as per
that exactly discounts estimated future cash receipts
the previous GAAP, pursuant to the Company’s choice
through the expected life of the financial asset to that
of availing the exemption as permitted by Ind AS 101.
asset’s net carrying amount on initial recognition.
Income and expense items in foreign currency are translated 4.13 Employee benefits
at the average exchange rates for the period, unless exchange (a) Short-term obligations
rates fluctuate significantly during that period, in which case Liabilities for salaries, including other monetary and
the exchange rates at the dates of the transactions are used. non-monetary benefits that are expected to be settled
wholly within 12 months after the end of the period
4.11 Borrowing Costs in which the employees render the related service are
Borrowing costs include recognised in respect of employees’ services up to the
(i) interest expense calculated using the effective interest end of the reporting period and are measured at the
rate method, amounts expected to be paid when the liabilities are
(ii) finance charges in respect of finance leases, and settled. The liabilities are presented as current employee
benefit obligations in the balance sheet.
(iii) exchange differences arising from foreign currency
borrowings to the extent that they are regarded as an
(b) Post-employment obligations
adjustment to interest costs.
The Company operates the following post-employment
schemes: a) defined contribution plans - provident fund
Borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets, which are b) defined benefit plans - gratuity plans
assets that necessarily take a substantial period of time to get
ready for their intended use or sale, are added to the cost of (i) Defined contribution plans
those assets, until such time as the assets are substantially The Company has defined contribution plan for
ready for their intended use or sale. the post-employment benefits namely Provident
Fund, Employees Death Linked Insurance and
Interest income earned on the temporary investment of Employee State Insurance and the contributions
specific borrowings pending their expenditure on qualifying towards such funds and schemes are recognised
assets is deducted from the borrowing costs eligible for as employee benefits expense and charged to
capitalisation. the Statement of Profit and Loss when they are
due. The Company does not carry any further
All other borrowing costs are recognised in the statement of obligations with respect to this, apart from
profit and loss in the period in which they are incurred. contributions made on a monthly basis.
The service cost (including current service cost, never taxable or deductible. The Company’s current tax
past service cost, as well as gains and losses on is calculated using tax rates that have been enacted
curtailments and settlements) is recognised in or substantively enacted by the end of the reporting
the Statement of profit and loss in the line item period.
‘Employee benefits expense’.
(ii) Deferred Tax
Remeasurements of the net defined liability, Deferred tax is recognised on temporary differences
comprising of actuarial gains and losses, return between the carrying amounts of assets and liabilities
on plan assets (excluding amounts included in in the financial statements and the corresponding
net interest on the net defined benefit liability) tax bases used in the computation of taxable profit.
and any change in the effect of asset ceiling Deferred tax liabilities are generally recognised for
(excluding amounts included in net interest on all taxable temporary differences. Deferred tax assets
the net defined benefit liability), are recognised are generally recognised for all deductible temporary
immediately in the balance sheet with a differences to the extent that it is probable that taxable
corresponding debit or credit to retained earnings profits will be available against which those deductible
through Other Comprehensive Income (OCI) in temporary differences can be utilised. Such deferred tax
the period in which they occur. Remeasurements assets and liabilities are not recognised if the temporary
are not reclassified to profit or loss in subsequent difference arises from the initial recognition of assets
periods. and liabilities in a transaction that affects neither the
taxable profit nor the accounting profit.
Change in the present value of the defined benefit
obligation resulting from plan amendments or The carrying amount of deferred tax assets is reviewed
curtailments are recognised immediately in the at the end of each reporting period and reduced to
profit or loss as past service cost. the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the
(c) Compensated Absences asset to be recovered.
Compensated absences which are not expected to
occur within twelve months after the end of the period Deferred tax liabilities and assets are measured at the
in which the employee renders the related services tax rates that are expected to apply in the period in
are recognised at an actuarially determined liability which the liability is settled or the asset realised, based
at the present value of the defined benefit obligation on tax rates (and tax laws) that have been enacted or
at the Balance sheet date. In respect of compensated substantively enacted by the end of the reporting
absences expected to occur within twelve months after period.
the end of the period in which the employee renders
the related services, liability for short-term employee The measurement of deferred tax liabilities and assets
benefits is measured at the undiscounted amount of reflects the tax consequences that would follow from
the benefits expected to be paid in exchange for the the manner in which the Company expects, at the end
related service. of the reporting period, to recover or settle the carrying
amount of its assets and liabilities.
4.14 Income Taxes
Income tax expense represents the sum of the tax currently Deferred tax assets include Minimum Alternate Tax
payable and deferred tax (MAT) paid in accordance with the tax laws in India,
which is likely to give future economic benefits in the
(i) Current tax form of availability of set-off against future tax liability.
The tax currently payable is based on taxable profit for Accordingly, MAT is recognised as deferred tax asset
the year. Taxable profit differs from ‘profit before tax’ in the Balance sheet when the asset can be measured
as reported in the standalone statement of profit and reliably and it is probable that the future economic
loss because of items of income or expense that are benefit associated with the asset will be realised.
taxable or deductible in other years and items that are
No DTA is recognized for goodwill arising on business Where settlement of any part of cash consideration is
combination. deferred, the amounts payable in the future are discounted to
their present value as at the date of exchange. The discount
(iii) Current and deferred tax for the year rate used is the entity’s incremental borrowing rate, being
Current and deferred tax are recognised in the Statement the rate at which a similar borrowing could be obtained
of profit and loss, except when they relate to items from an independent financier under comparable terms and
that are recognised in other comprehensive income or conditions.
directly in equity, in which case, the current and deferred
tax are also recognised in other comprehensive income Contingent consideration is classified either as equity or a
or directly in equity respectively. Where current tax financial liability. Amounts classified as a financial liability are
or deferred tax arises from the initial accounting for a subsequently remeasured to fair value with changes in fair
business combination, the tax effect is included in the value recognised in profit or loss.
accounting for the business combination.
If the business combination is achieved in stages, the
4.15 Business Combinations acquisition date carrying value of the acquirer’s previously
The acquisition method of accounting is used to account held equity interest in the acquire is remeasured to fair value
for all business combinations, regardless of whether equity at the acquisition date. Any gains or losses arising from such
instruments or other assets are acquired. The consideration remeasurement are recognised in profit or loss or other
transferred for the acquisition comprises the: comprehensive income, as appropriate.
(a) fair values of the assets transferred;
4.16 Derivative financial instruments
(b) liabilities incurred to the former owners of the acquired
Derivatives are initially recognised at fair value at the date the
business;
derivative contracts are entered into and are subsequently
(c) equity interests issued by the Company; and re-measured to their fair value at the end of each reporting
period. Derivatives are carried as financial assets when the
(d) fair value of any asset or liability resulting from a
fair value is positive and as financial liabilities when the fair
contingent consideration arrangement.
value is negative.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are, with 4.17 Earnings per share
limited exceptions, measured initially at their fair values The Company presents basic and diluted earnings per share
at the acquisition date. The company recognises any non- (EPS) data for its ordinary shares. Basic EPS is calculated
controlling interest in the acquired entity on an acquisition- by dividing the profit or loss attributable to the ordinary
by-acquisition basis either at fair value or at the non- shareholders of the company by the weighted average
controlling interest’s proportionate share of the acquired number of ordinary shares outstanding during the period.
entity’s net identifiable assets. Acquisition-related costs are Where ordinary shares are issued but not fully paid, they
expensed as incurred. are treated in the calculation of basic earnings per share
as a fraction of an ordinary share to the extent that they
The excess of the consideration transferred, amount of were entitled to participate in dividends during the period
any non-controlling interest in the acquired entity, and relative to a fully paid ordinary share. Diluted earnings per
acquisition-date fair value of any previous equity interest in share is computed by dividing the net profit after tax by the
the acquired entity over the fair value of the net identifiable weighted average number of equity shares considered for
assets acquired is recorded as goodwill. If those amounts deriving basic EPS and also weighted average number of
are less than the fair value of the net identifiable assets of equity shares that could have been issued upon conversion
the business acquired, the difference is recognised in other of all dilutive potential equity shares. Dilutive potential
comprehensive income and accumulated in equity as capital equity shares are deemed converted as of the beginning of
reserve provided there is clear evidence of the underlying the period, unless issued at a later date. Dilutive potential
reasons for classifying the business combination as a bargain equity shares are determined independently for each period
purchase. In other cases, the bargain purchase gain is presented.
recognised directly in equity as capital reserve.
4.18 Fair Value Measurement For the purpose of fair value disclosures, the Company has
A number of Company’s accounting policies and disclosures determined classes of assets and liabilities on the basis of the
require the determination of fair value, for both financial and nature, characteristics and risks of the asset or liability and
non-financial assets and liabilities. Fair value is the price that the level of fair value hierarchy.
would be received on sell of an asset or paid to transfer a
liability in an orderly transaction between market participants Fair values have been determined for measurement and / or
at the measurement date. A fair value measurement assumes disclosure purposes based on the following methods. When
that the transaction to sell the asset or transfer the liability applicable, further information about the assumptions made
takes place either in the principal market for the asset or in determining fair values is disclosed in the notes specific to
liability or in the absence of a principal market, in the most that asset or liability.
advantageous market for the asset or liability. The principal
market or the most advantageous market must be accessible (a) Investment in equity and debt securities
to the Company. The fair value is determined by reference to their quoted
price at the reporting date. In the absence of quoted
The fair value of an asset or liability is measured using the price, the fair value of the financial asset is measured
assumptions that market participants would use when pricing using valuation techniques.
the asset or liability, assuming that market participants act in
their economic best interest. (b) Trade and other receivables
The fair value of trade and other receivables, excluding
A fair value measurement of a non-financial asset takes into construction contracts in progress, is estimated as the
account a market participant’s ability to generate economic present value of future cash flows, discounted at the
benefits by using the asset in its highest and best use or by market rate of interest at the reporting date. However
selling it to another market participant that would use the in respect of such financial instruments, fair value
asset in its highest and best use. generally approximates the carrying amount due
to short term nature of such assets. This fair value is
The Company uses valuation techniques that are appropriate determined for disclosure purposes or when acquired
in the circumstances and for which sufficient data are in a business combination.
available to measure fair value, maximizing the use of relevant
observable inputs and minimizing the use of unobservable (c) Non derivative financial liabilities
inputs. Fair Value, which is determined for disclosure purposes,
is calculated based on the present value of future
All assets and liabilities for which fair value is measured principal and interest cash flows, discounted at the
or disclosed in the standalone financial statements are market rate of interest at the reporting date. For finance
categorized within the fair value hierarchy based on the lowest leases, the market rate of interest is determined by
level input that is significant to the fair value measurement as reference to similar lease agreements.
a whole. The fair value hierarchy is described as below:
4.19 Current / non- current classification
(a) Level 1 - unadjusted quoted prices in active markets
An asset is classified as current if:
for identical assets and liabilities.
(a) it is expected to be realized or sold or consumed in the
(b) Level 2 - Inputs other than quoted prices included
Company’s normal operating cycle;
within Level 1 that are observable for the asset or
liability, either directly or indirectly. (b) it is held primarily for the purpose of trading;
(c) Level 3 - unobservable inputs for the asset or liability. (c) it is expected to be realized within twelve months after
the reporting period; or
For assets and liabilities that are recognized in the standalone
(d) it is cash or cash equivalent unless it is restricted from
financial statements at fair value on a recurring basis, the
being exchanged or used to settle a liability for at least
Company determines whether transfers have occurred
twelve months after the reporting period.
between levels in the hierarchy by re-assessing categorization
at the end of each reporting period.
All other assets are classified as non-current.
A liability is classified as current if: accordance with Previous GAAP (after adjustments
to reflect any differences in accounting policies)
(a) it is expected to be settled in normal operating cycle;
unless there is an objective evidence that those
(b) it is held primarily for the purpose of trading; estimates were in error.
(c) it is expected to be settled within twelve months after
The company has not made any changes to
the reporting period;
estimates made in accordance with Previous
(d) it has no unconditional right to defer the settlement GAAP.
of the liability for at least twelve months after the
reporting period. (b) Ind AS 109 - Financial Instruments (Derecognition
of previously recognized Financial Assets/
All other liabilities are classified as non-current. Financial Liabilities)
Deferred tax assets and liabilities are classified as non-current An entity shall apply the derecognition
assets and liabilities. requirements in Ind AS 109 prospectively for
the transactions occurring on or after date of
The operating cycle is the time between acquisition of assets transition to Ind AS.
for processing / trading / assembling and their realization
in cash and cash equivalents. The Company has identified The Company has applied the derecognition
twelve months as its operating cycle. requirements prospectively.
4.20 Cash and cash equivalent (c) Ind AS 109 “Financial Instruments” (Classification
The Company considers all highly liquid financial instruments, and Measurement of Financial Assets/ Financial
which are readily convertible into known amounts of cash Liabilities)
that are subject to an insignificant risk of change in value
and having original maturities of three months or less from Classification and measurement of Financial
the date of purchase, to be cash equivalents. Cash and Assets shall be made on the basis of the facts and
cash equivalents consists of balances with banks which are circumstances that exist at the date of transition to
unrestricted for withdrawal and usage. Ind AS.
4.21 First Time Adoption of Ind AS The Company has evaluated the facts and
The Company has prepared the opening standalone balance circumstances existing on the date of transition
sheet as per Ind AS as of April 1, 2016 (the transition date) to Ind AS for the purpose of classification and
by recognising all assets and liabilities whose recognition measurement of Financial Assets and accordingly
is required by Ind AS, not recognising items of assets or has classified and measured financial assets on the
liabilities which are not permitted by Ind AS, by reclassifying date of transition.
items from previous GAAP to Ind AS as required under Ind
AS, and applying Ind AS in measurement of recognised (d) Ind AS 109 “Financial Instruments” (Impairment of
assets and liabilities. However, this principle is subject to the Financial Assets): Impairment requirements under
certain mandatory exceptions under Ind AS 101 and certain Ind AS 109 should be applied retrospectively
optional exemptions permitted under Ind AS 101 availed by based on reasonable and supportable information
the Company as detailed below: that is available on the date of transition without
undue cost or effort.
1 Mandatory exceptions to retrospective application of
other Ind AS The borrowings of the Company outstanding as at the
(a) Estimates transition date, consists of loans whose disbursements
An entity’s estimates in accordance with Ind AS at have taken place in multiple tranches in different
the date of transition to Ind AS shall be consistent financial years with varying interest rates. In some
with estimates made for the same date in cases, the rate of interest on the loans are variable in
nature and drawal of the loans have been made in subsidiaries, joint ventures and associates at either
multiple installments with each drawal to be treated cost determined in accordance with IND AS 27 or
as a separate transaction for the purpose of computing in accordance with IND AS 109.
the amortised cost. Implementing the requirement of
amortised cost retrospectively is impracticable and also Accordingly, the Company has opted to measure
the amount is expected to be immaterial and hence the such investments at cost in accordance with Ind
Company has considered the fair value of the financial AS 27.
liability at the date of transition to Ind AS as new
amortised cost of that financial liability at the date of (c) Past Business Combinations
transition to Ind AS i.e. April 1, 2016. Ind AS 101 allows a first-time adopter to opt not
to apply Ind AS 103 “Business Combinations”
2. Optional exemptions retrospectively to past business combinations that
(a) Deemed cost for property, plant and equipment, occurred before the date of transition to Ind AS.
and intangible assets
Ind AS 101 permits a first-time adopter to opt The Company has opted not to apply Ind AS 103
to continue with the carrying value for all of its retrospectively to past business combinations
property, plant and equipment as recognised in that occurred before the transition date of April 1,
the financial statements as at the date of transition 2016.
to Ind AS, measured as per the previous GAAP
and use that as its deemed cost as at the date of (d) Determining whether an arrangement contains a
transition after making necessary adjustments for lease
de-commissioning liabilities. This exemption can The Company has applied Appendix C of Ind AS
also be used for intangible assets covered by Ind 17 determining whether an arrangement contains
AS 38 “Intangible Assets”. a lease on the basis of facts and circumstances
existing at the transition date.
Accordingly, the Company has opted to measure
all of its property, plant and equipment, and The Company has leases of land. The classification
intangible assets at their previous GAAP carrying of each land as finance lease or operating lease at
value. the date of transition to Ind AS is done based on
the basis of facts and circumstances existing as at
(b)
Investments in subsidiaries, joint ventures and that date.
associates
IND AS 101 provides the option to the first-
time adopter to account for its investments in
102
Note 5 : Property, Plant and Equipment
Note 5.1 : As at March 31, 2018
(` in Million)
Net carrying
Gross Block Accumulated Depreciation
amount
Particulars
As at April Adjustments As at March Upto March For the Adjustments Upto March As at March
Additions
1, 2017 On acquisition Others 31, 2018 31, 2017 year On acquisition Others 31, 2018 31, 2018
Owned Assets
Free hold land 156.87 1.00 241.42 - 399.29 - - - - - 399.29
Buildings 1 108.55 1 469.32 - (0.05) 2 577.82 40.68 46.32 - - 87.00 2 490.82
Medical Equipments and 904.47 1 011.42 5.33 (1.05) 1 920.17 66.41 102.02 - - 168.43 1 751.74
Surgical Instruments
Plant & Machinery 157.72 249.31 15.50 (3.60) 418.93 10.53 19.10 3.79 - 33.42 385.51
Note 5.3 : Gross block, accumulated depreciation and net block as per Indian GAAP as at April 1, 2016
(` in Million)
Particulars Gross carrying amount Accumulated Depreciation Net carrying amount
Owned Assets
Free hold land 310.18 - 310.18
Buildings 1 213.53 108.53 1 105.00
Medical Equipments and Surgical Instruments 1 242.95 488.66 754.29
Plant & Machinery 242.52 94.50 148.02
Electrical Installation 83.16 47.77 35.39
Office Equipments 86.24 61.96 24.28
Computers and Printers 56.36 36.65 19.71
Furnitures and Fixtures 142.59 64.47 78.12
Vehicles 54.98 23.54 31.44
Leasehold assets - -
Land 626.35 50.15 576.20
4 058.86 976.23 3 082.63
103
Notes to the Financial Statements
for the year ended March 31, 2018
Note 7.3 : Gross block, accumulated depreciation and net block as per Indian GAAP as at April 1, 2016
(` in Million)
Gross carrying Accumulated Net carrying
Particulars
amount Depreciation amount
Softwares 20.58 17.07 3.51
20.58 17.07 3.51
Note
1 The company had applied for registration of nine trademarks to Controller General of Patents Design and Trademarks, Department
of Industrial Policy & Promotion during the period from March 2011 to July 2014, against which either the Department has objected
or third parties have opposed for Registration. The Company, through it’s legal counsel, has submitted the requisite replies. Pending
final registration, the amounts paid towards the same are shown as Intangible assets under Development.
2 The company has elected to continue with the carrying value of all of intangible assets under development recognised as of April 1,
2016 (transition date), measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.
Note 9 : Investments
(` in Million)
As at As at As at
Notes
March 31, 2018 March 31, 2017 April 1, 2016
Non current
Financial instruments at Cost
Investment in Subsidiaries 9.1 7.52 92.52 92.52
Investment in Limited Liability Partnership 9.1 0.48 0.48 0.35
Financial instruments at FVTPL
Membership 1.10 1.10 1.10
Total (A) 9.10 94.10 93.97
Current
Financial instruments at Cost
Investment in Limited Liability Partnership 13.54 4.30 -
Total (B) 13.54 4.30 -
Total (A) + (B) 22.64 98.40 93.97
Aggregate amount of quoted investments and
market value thereof - - -
Aggregate amount of unquoted investments 7.52 92.52 92.52
Note 9.1 : Details of investment in unquoted equity instruments of subsidiaries (fully paid up)
(` in Million)
Number of Units as at Balances as at
Face
Name of the subsidiary Currency March 31, March 31, April 1, March 31, March 31, April 1,
Value (`)
2018 2017 2016 2018 2017 2016
Equity Instruments
Shalby (Kenya) Ltd. KES 1000 100 100 100 0.06 0.06 0.06
Vrundavan Shalby Hospitals Ltd. INR 100 - 99 000 99 000 - 85.00 85.00
Shalby International Limited INR 10 50 000 50 000 50 000 0.50 0.50 0.50
Yogeshwar Healthcare Ltd. INR 10 6 96 251 6 96 251 6 96 251 6.96 6.96 6.96
Total (A) 7.52 92.52 92.52
In Capital of Limited Liability Partnership
Griffin Mediquip LLP - - - - - 0.48 0.48 0.35
Total (B) 0.48 0.48 0.35
Total (A+B): 8.00 93.00 92.87
Note 10 : Loans
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
(Unsecured considered good)
Non - Current
Convertible loans to subsidiary company 77.70 - -
(Refer Note below)
77.70 - -
Current
Loans to subsidiary and other companies - 86.07 66.67
(Refer Note below)
- 86.07 66.67
Note:
(i) In pursuance of agreement executed between the company and one of the subsidiary companies i.e. Vrundavan Shalby Hospitals
Ltd., the outstanding balance as on December 31, 2017 on account of loans granted to such subsidiary has been classified as
convertible loan since the same is convertible into equity at the option of the subsidiay company’s management.
(ii) The above loans were given for meeting cash flow (working capital) requirement of these companies at interest rate in compliance
with section 186(7) of Companies Act 2013 which are generally repayable within a year unless extended by mutual consent.
Note 12.1 : Significant components of deferred tax assets are shown in the following table:
(` in Million)
(Charged)/ (Charged)/
As at As at
Credited to Credited to As at
Particulars March 31, March 31,
profit or loss profit or loss April 1, 2016
2018 2017
/ OCI / OCI
Deferred tax liabilities
Routed through proft or loss
Difference of book depreciation and tax 1 539.31 1 024.86 514.45 31.17 483.28
depreciation
Total deferred tax liabilities 1 539.31 1 024.86 514.45 31.17 483.28
Set-off of deferred tax assets pursuant to set-off
provisions :-
Routed through P/L
Provision for leave obligation and gratuity 1.32 (6.52) 7.84 1.89 5.95
Unabsorbed business loss and depreciation 1 164.60 886.38 278.22 (179.56) 457.78
MAT Credit entitlement 400.09 100.09 300.00 110.00 190.00
Total deferred tax assets 1 566.01 979.95 586.06 (67.67) 653.73
DTA related to Share Issue Expenses 84.86 - - - -
Net deferred tax assets 111.56 (44.91) 71.61 (98.84) 170.45
Note 12.2: The reconciliation between the provision of income tax and amounts computed by applying the Indian statutory
income tax rate to profit before taxes is as follows:
(` in Million)
Year ended Year ended
March 31, 2018 March 31, 2017
Profit after taxes from continuing operations 585.01 520.20
21.34% 21.34%
Current tax expense calculated using MAT tax rate at 21.3416% (Previous year - 21.3416%) 124.85 111.02
Tax effect of amounts which are not deductibe / (taxable) in calculating taxable book
profit:
Add: Tax Impact on:
Expenses not allowable under MAT - 0.82
Ind AS adjustment not to be considered for FY 2016-17 - 5.56
Other Comprehensive Income/(expense) 0.89 -
Less:Tax Impact on
Exempt income (1.64) (0.04)
1/5 th of opening Ind AS adjustments transferred to retained earnings (2.22) -
Other Comprehensive Income/(expense) - (0.77)
Others adjustment (9.88) (0.09)
112.00 116.50
Short / Excess provisions in respect of earlier year (10.60) -
Income Tax as per normal provisions 101.40 116.50
Note 14 : Inventories
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Medicines and Medicare Items 21.45 32.89 22.76
Materials and Consumables 87.59 35.31 42.64
General Stores 9.77 7.38 7.97
118.81 75.58 73.37
Pursuant to aforesaid settlement and consent terms dated July 14, 2017 filed before NCLT, the two shareholders, i.e. Dr. Digambar Naik and
Mrs. Mangala Naik, agreed to transfer their balance entire 45% shareholding in such subsidiary company i.e. 40,500 shares owned by Dr.
Digambar Naik and 40,500 shares owned by Mrs. Mangala Naik, in favour of Shalby Ltd., at agreed total consideration of ` 46.80 Million to
be paid by Shalby Ltd. Such subsidiary company, by virtue of such settlement and upon transfer of aforesaid shares, became wholly owned
subsidiary Company of Shalby Limited.
Further, upon resolution passed by the Board of Directors of such subsidiary company in its meeting held on January 9, 2018, to suspend
the entire operations with immediate effect and consider such subsidiary company as non- going entity, the Board of Directors of the
Company in its meeting held on January 9, 2018 had decided to sale its investments in equity instruments of such subsidiary company.
Therefore, investments in equity instruments of such subsidiary company has been classified as assets held for sale. The carrying value
of investment in equity instruments of such subsidiary company as at March 31, 2018 amounts to ` 131.92 Million. Based on the circle
rates prevailing currently, the management expects to realise the consideration higher than the carrying amount of investments
in equity instruments of such subsidiary company. Management expects the process of sale to be completed within 12 months from
March 31, 2018.
Note 20.1 Reconciliation of number of shares outstanding at the beginning and at the end of the Reporting Year
(` in Million)
As at As at
March 31, 2018 March 31, 2017
At the beginning of the year 8 74 08 932 8 73 54 932
Add:
Shares issued for Cash or Right Issue 2 06 00 838 54 000
10 80 09 770 8 74 08 932
Less:
Shares bought back / Redemption - -
At the end of the year 10 80 09 770 8 74 08 932
The shareholders are not entitled to exercise any voting right either in person or through proxy at any meeting of the Company if calls or
other sums payable have not been paid on due date.
In the event of winding up of the Company, the distribution of available assets/losses to the equity shareholders shall be in proportion to
the paid up capital.
Note 20.3 Details of shareholders holding more than 5% Shares in the company
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
No. of Shares % of holding No. of Shares % of holding No. of Shares % of holding
Shah Family Trust 4 33 27 132 40.11 - - - -
Dr. Vikram I. Shah 77 35 493 7.16 5 20 62 625 59.56 5 20 62 625 59.60
Zodiac Mediquip Ltd. 3 15 45 448 29.21 3 15 61 048 36.11 3 19 39 348 36.56
Note 22 : Borrowings
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non- current
Secured loans
Term loans from bank
(Refer Note 1 below)
HDFC Bank Limited
In Foreign Currency 68.12 131.19 417.51
In Indian Currency 481.35 630.62 497.43
Bank of Maharastra - 633.22 170.57
Exim bank - 483.23 170.57
IDFC Bank 198.92 - -
Buyers' credit
(Refer Note 2 below)
In Foreign Currency
HDFC Bank Limited - 305.65 253.58
EXIM Bank - 166.31 -
Vehicle loans
HDFC Bank Limited - 0.35 1.08
ICICI Bank limited - 0.95 0.48
Daimler Financial services India Pvt. Ltd. 1.43 3.02 -
Unsecured
Barclays Bank - - 499.50
From NBFC
Barclays Investment & Loans (India) Ltd. - 499.50 -
Preference Shares
5% Convertible / Redeemable Preference Share of
- - 12.63
` 10 each
(Refer Note 3 below)
749.82 2 854.04 2 023.35
Current
Secured
Bank overdraft
Kotak Mahindra Bank 157.16 43.55 4.27
Yes Bank Ltd. - 36.17 -
Unsecured
Working capital demand loan
HDFC Bank Limited - 150.00 -
Repayable on demand
Inter corporate deposit - - 60.51
157.16 229.72 64.78
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Current maturities of long term debts
Secured loans
Term loans from bank
HDFC Bank Limited
In Foreign Currency 16.25 23.31 101.87
In Indian Currency 15.55 105.49 -
Buyers' credit 190.80 32.67 -
Vehicle loans
HDFC Bank Limited 0.35 0.72 1.72
ICICI Bank limited 0.95 0.77 0.23
Daimler Financial services India Pvt. Ltd. 1.59 1.45 -
225.49 164.41 103.82
Note:
1 The above term loans have been availed by the company for the purpose of reimbursement of Capex incurred by hospitals at S. G.
Highway and Bopal and for the purpose of Capex at its hospital at Jabalpur, Jaipur, Naroda, Indore, Surat and Mohali.
2 Pursuant to directions issued by the Reserve Bank of India, the buyers’ credit issued by AD Category - I banks are no longer entitled to
be rolled over and therefore the entire outstanding amount of buyers’ credit are due for repayment within the period of 12 months.
Acoordingly, the same has been classified under the head “ Current Financial Liabilities.”
3 Reference is invited to note 20.4 with regard to disclosure of preference share capital.
116
4. Principal Terms and Conditions of borrowings as at March 31, 2018
(a) Secured
(i) Term loans
(` in Million)
Amount
Sr. Name of Outstanding Rate of Re-schedulement/ Prepayment Terms,
Units Repayment Term Security In favor of
No. Lender as at March Interest and related penalty, if any
31, 2018
1 HDFC Bank Jabalpur, S.G. 165.85 7.25% Loans are repayable Within 30 days of interest reset date, the (i) Exclusive charge by way of Equitable HDFC Bank
Limited Highway in 20 equal quarterly Company has the option to prepay the Mortgage of existing hospital situated at Limited (on
installments commencing amount of principal outstanding against Survey no 976, TP scheme no 6, plot no behalf of SBICAP
from February, 2017. the facility, in part or in full without any - 118, Opp. Karnavati Club, S G Highway, Trustee)
prepayment penalty. Prepayment on Ahmedabad - 380005 with total land
any other dates, other than mandatory area admeasuring 6880 sq. mtr. and total
prepayment event, shall be subject constructed building area of 12053.56 sq.
(` in Million)
Amount
Sr. Name of Outstanding Rate of Re-schedulement/ Prepayment Terms,
Units Repayment Term Security In favor of
No. Lender as at March Interest and related penalty, if any
31, 2018
2 HDFC Bank Jaipur, Indore, 415.43 7.50% Loans are repayable Within 45 days of interest reset date, the (i) First pari-passu charge by way of equitable SBICAP Trustee
Limited Naroda in 24 equal quarterly borrower has the option to prepay the mortgage over land & building pertaining to
installments commencing amount of principal outstanding against hospital at Jaipur and Indore.
from June, 2019. the facility, in part or in full without any (ii) First pari-passu charge by way of equitable
prepayment penalty. Prepayment on mortgage over land and building pertaining
any other dates, other than mandatory to hospital at Naroda.
prepayment event, shall be subject to a
prepayment penalty of 2% of the principal (iii) First ranking Security by way of hypothecation
amount being prepaid for the residual of all the present and future tangible movable
maturity of the facility. assets including plant and machinery spares,
medical equipment (excluding those
Penalty: Default interest of 2%p.a. over hypothecated to equipment financiers), tools
and above the applicable interest Rate till and accessories, furniture, fixtures, vehicles
such time such default / non-compliances and all other movable assets, present and
occurred to the Lender’s satisfaction. future of hospitals at Jaipur, Indore and
Naroda.
(iv) Personal guarantee of Director Dr. Vikram I.
Shah to the extent of 50 % of Naroda Land
offered under security.
(v) Second ranking security by way of
hypothecation on the entire current
asset, operating cash flows, receivables,
commissions, revenues of what so ever
nature and wherever arising, present and
future uncalled capital (if any) present and
future, of the company.
(vi) Additional Security :
Fixed deposit of ` 54.04 Crore under lien with
HDFC bank
3 IDFC Bank Surat 198.92 F.D rate + The loan is repayable in Except as given in (i) and (ii) below, any Hypothecation of Surat facility current assets IDFC Bank
0.7% p.a 28 structured quarterly prepayment of the loan made by the (including cash flows) and all movable assets
till Loan installments starting borrower shall be with a prepayment including plant and machinery, medical
is backed from June 30, 2019 & premium of 2% of the principal amount equipment etc. present and future and exclusive
by F.D ending on March 31, being prepaid. mortgage of leasehold rights (of land) together
6.85 + 0.7 2026. i) The borrower shall have a right to with building
= 7.55% prepay the loan in full but not in ii) First pari-passu hypothecation of SG highway
part within 30 days of the reset date unit receivable and cash flows. pari passu
without any prepayment premium charge to be shared with HDFC bank term
ii) The borrower shall have to mandatory loan sanction amount of ` 150 crore.
prepay the loan to the extent of at Additional Security :
least 30% of the outstanding amount Fixed deposit of ` 20 Crore under lien with IDFC
117
Notes to the Financial Statements
for the year ended March 31, 2018
118
(ii) Buyer’s Credit
(` in Million)
Amount
Re-schedulement/ Prepayment
Sr. Name of Outstanding
Rate of Interest Repayment Term Terms, and related penalty, if Security In favor of
No. Lender as at March
any
31, 2018
1 HDFC Bank 172.251 Ranges between 6M LIBOR + Pursuant to directions issued by the Reserve Bank of Not Applicable Security as specified for HDFC Bank Limited
Limited 15 BPS to 6M LIBOR + 175 BPS India, the buyers' credit issued by AD Category - I banks Sr. No. 1 and 2
are no longer entitled to be rolled over and therefore
the entire outstanding amount of buyers' credit are
due for repayment within the period of 12 months
2 EXIM Bank 18.552 Ranges between 6M LIBOR + Pursuant to directions issued by the Reserve Bank of Not Applicable - EXIM Bank
15 BPS to 6M LIBOR + 175 BPS India, the buyers' credit issued by AD Category - I banks
are no longer entitled to be rolled over and therefore
the entire outstanding amount of buyers' credit are
due for repayment within the period of 12 months
2 EXIM :- The value in INR has been arrived at based on the exchange rate on March 28, 2018. Accordingly, on March 31, 2018, Outstanding USD were 0.29 and exchange rate was 1 USD equal to 65.0441 INR.
119
with Kotak bank
Notes to the Financial Statements
for the year ended March 31, 2018
Note 24 : Provisions
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non- Current
Provision for employee benefits
Gratuity 0.16 0.80 1.06
Leave obligation 13.55 14.38 6.74
13.71 15.18 7.80
Current
Provision for employee benefits
Gratuity 3.65 4.99 -
Leave obligation 2.40 2.48 1.32
Other Provision - 0.04 0.31
6.05 7.51 1.63
The Company, having established Super Specialty Hospitals at Indore and Jabalpur both in the State of Madhya Pradesh and at Naroda
(Ahmedabad) and Surat both in the State of Gujarat, becomes eligible for one time incentive towards development of Healthcare sector in
terms of policies of respective State Government in this regard. The incentive is based on capital investment and therefore is recognised
in the form of capital subsidy. The same, being available against the entire capital investment, has been recognised and classified in
accordance with Significant Accounting Policy referred at note 4.12 to the financial statements.
Trade payables are non interest bearing and are normally settled within 30-45 days.
(` in Million)
As at As at
March 31, 2018 March 31, 2017
2014-2015 - 13.31
2015-2016 41.42 -
81.52 53.41
(iii) Letter of Credit - 58.93
(iv) Bank Guarantee 43.30 7.72
(v) Sales Tax Demand including Interest & Penalty for Assessment Years (Based on
expert advice received by client)
2009-2010 5.42 5.42
2010-2011 2.02 2.02
2011-2012 1.82 1.82
2012-2013 1.96 1.96
2013-2014 2.94 2.94
(vi) Tax Deducted at Sources Demand for Assessment Year 2014-15 2.63 29.97
(vii) Export Obligation under EPCG Scheme 18.84 46.19
B Capital Commitments
Estimated amount of contract remaining to be executed on capital accounts 283.42 951.42
(` in Million)
For the year For the year
March 31, 2018 March 31, 2017
Contribution to Provident Fund and Pension Scheme, included under contribution to 20.18 13.58
provident and other funds
Contribution to Employee State Insurance Scheme, included under contribution to 3.41 2.23
provident and other funds
Gratuity
Valuation
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Discount rate 7.60% 7.10% 7.80%
Expected rate(s) of salary increase 6.00% 6.00% 6.00%
Rate of return on plan assets 7.60% 7.10% 7.80%
Leave Encashment
Valuation
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Discount rate 7.60% 7.10% 7.80%
Expected rate(s) of salary increase 6.00% 6.00% 6.00%
The following table sets out the status of the amounts recognised in the balance sheet & movements in the net defined benefit
obligation as at March 31, 2018
(` in Million)
March 31, 2018 March 31, 2017
Leave Leave
Gratuity Gratuity
Encashment Encashment
(Funded) (Funded)
(Unfunded) (Unfunded)
Changes in the present value of obligation
1. Present value of obligation (Opening) 11.94 16.87 8.21 8.06
2. Interest cost 0.82 1.11 0.61 0.58
3. Past service cost adjustments/Prior year Charges 0.45 - - -
4. Current service cost 4.99 5.09 3.01 7.75
5. Curtailment Cost / (Gain) - - - -
6. Settlement Cost / (Gain) - - - -
7. Benefits paid (1.09) (3.60) (1.00) (1.52)
8. Actuarial (Gain) / Loss arising from change in financial (0.66) (0.47) 0.65 0.67
assumptions
9. Actuarial (Gain) / Loss arising from change in demographic - - - -
assumptions
10. Actuarial (Gain) / Loss arising from change on account of (0.70) (3.04) 0.46 1.33
experience changes
11. Present value of obligation (Closing) 15.75 15.96 11.94 16.87
(` in Million)
March 31, 2018 March 31, 2017
Leave Leave
Gratuity Gratuity
Encashment Encashment
(Funded) (Funded)
(Unfunded) (Unfunded)
Changes in the fair value of plan assets
1. Present value of plan assets (Opening) 6.15 - 7.01 -
2 Past contribution / Adjustment to Opening Fund - - (0.33) -
3. Expected return on plan assets (0.68) - (0.47) -
4. Interest Income 0.59 - 0.63 -
5. Actuarial Gain / (Loss) - - - -
6. Employers Contributions 6.97 - 0.31 -
7. Employees Contributions - - - -
8. Benefits paid (1.09) - (1.00) -
9. Expense deducted from the fund - - - -
10. Fair Value of Plan Assets (Closing) 11.94 - 6.15 -
Percentage of each category of plan assets to total fair value
of plan assets at the year end
1. Bank Deposits - - - -
2. Debt Instruments - - - -
3. Administered by Life Insurance Corporation of India 100% - 100% -
4. Others - - - -
Reconciliation of Present Value of Defined Benefit Obligation and the Fair value of Assets
(` in Million)
March 31, 2018 March 31, 2017
Leave Leave
Gratuity Gratuity
Encashment Encashment
Present Value of funded obligation at the end of the year 15.75 15.96 11.94 16.87
Fair Value of Plan Assets as at the end of the period 11.94 - 6.15 -
Amount not recognised due to asset limit
Deficit of funded plan 3.81 - 5.79 -
Deficit of unfunded plan - 15.96 - 16.87
- Current 3.65 2.40 5.00 2.48
- Non current 0.16 13.55 0.80 14.38
Amount recognized in standalone statement of profit and loss in respect of defined benefit plan are as follows:
(` in Million)
March 31, 2018 March 31, 2017
Expense recognised in the Statement of Profit and Loss Leave Leave
Gratuity Gratuity
Encashment Encashment
Current Service Cost 4.99 5.09 3.01 7.75
Past Service Cost 0.45 - - -
Adjustment to opening fund - - - -
Net interest Cost 0.23 1.11 (0.02) 0.58
Net value of re-measurements on the obligation and plan assets - (3.51) - 2.00
Adjustment to Opening Fund - - 0.33 -
(Gains)/Loss on Settlement - - - -
Total Expenses recognized in the Statement of Profit and Loss # 5.67 2.69 3.32 10.33
(` in Million)
March 31, 2018 March 31, 2017
Amount recorded in Other comprehensive Income (OCI) Leave Leave
Gratuity Gratuity
Encashment Encashment
Re-measurements during the year due to
Changes in financial assumptions (0.66) (0.47) 0.65 0.67
Changes in demographic assumptions - - - -
Experience adjustments (0.70) (3.04) 0.46 1.33
Return on plan assets excluding amounts included in interest income 0.68 - 0.47 -
Amount recognised in OCI during the year (0.68) (3.51) 1.58 2.00
Gratuity
Impact on defined benefit obligation
Change in Assumption Increase in Assumptions Decrease in Assumptions
March 31, March 31, March 31, March 31, March 31, March 31,
2018 2017 2018 2017 2018 2017
Discount rate 0.50% 0.50% Decrease by 4.20% 4.24% Increase by 3.92% 3.96%
Salary growth rate 0.50% 0.50% Increase by 4.03% 4.11% Decrease by 3.72% 3.88%
Leave Encashment
Impact on defined benefit obligation
Change in Assumption Increase in Assumptions Decrease in Assumptions
March 31, March 31, March 31, March 31, March 31, March 31,
2018 2017 2018 2017 2018 2017
Discount rate 0.50% 0.50% Decrease by 2.94% 3.03% Increase by 2.78% 2.86%
Salary growth rate 0.50% 0.50% Increase by 2.97% 3.05% Decrease by 3.00% 2.90%
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice,
this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined
benefit obligation to significant actuarial assumptions the same method (present value of the defined obligation calculated with
the projected unit credit method at the end of reporting period) has been applied as when calculating the defined benefit liability
recognised in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change
compared to the prior year.
Asset volatility
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this
will create a deficit.
The gratuity fund is administered through Life Insurance Corporation of India (insurer) under its Group Gratuity Scheme. Accordingly
almost the entire plan asset investment is maintained by the insurer. These are subject to interest rate risk which is managed by the
insurer.
Expected contribution to the post-employment benefit plan (Gratuity) for the year ending March 31, 2019 is ` 3.65 Million.
The weighted average duration of the defined benefit obligation is 10.85 years (2016 – 10.6 years, 2015 - 10.53 years).
The expected maturity analysis of undiscounted post-employment benefit plan (gratuity) is as follows:
(a) Gratuity
(` in Million)
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Particulars
Cash Flow (`) (%) Cash Flow (`) (%) Cash Flow (`) (%)
1st following year 0.92 2.7% 0.79 3.3% 0.88 5.5%
2nd following year 1.16 3.4% 0.83 3.4% 0.62 3.8%
3rd following year 1.28 3.8% 1.09 4.5% 0.88 5.5%
4th following year 1.55 4.6% 1.08 4.5% 0.80 4.9%
5th following year 1.80 5.4% 1.27 5.2% 0.73 4.5%
Sum of year 6 to 10th 8.81 26.2% 5.58 23.0% 3.66 22.6%
Note 41:
1. Related Party Disclosures for the year ended March 31, 2018
(a) Details of Related Parties
Sr.
Description of Relationship Names of Related Parties
No.
Subsidiary Companies & LLPs 1 Shalby (Kenya) Limted
2 Vrundavan Shalby Hospitals Limited
3 Yogeshwar Healthcare Limited
4 Shalby International Limited (Earlier known as Shalby Pune Limited)
5 Griffin Mediquip LLP (Earlier known as Shalby Orthopedic LLP)
Promoter Company 6 Zodiac Mediquip Limited
Sr.
Description of Relationship Names of Related Parties
No.
Key Management Personnel (KMP) 7 Dr. Vikram I. Shah
8 Mr. Ravi Bhandari
Relatives of KMP 9 Dr. Darshini V. Shah
10 Mr. Shanay V. Shah
Enterprise over which KMP / Relatives of KMP exercise 11 Uranus Medical Devices Limited
significant influence through controlling interest (Other 12 Shalby Orthopedic Hospital and Research Center
Related Party)
13 Friends of Shalby Foundation
14 Slaney Healthcare Private Limited
(c) Details of transactions with related parties for the year ended March 31, 2018 in the ordinary course of business:
(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
1 Professional Fees
Dr. Vikram I. Shah - - 45.23 - 45.23
Dr. Darshini V. Shah - - 22.37 - 22.37
2 Advance towards expenses
Shalby International Limited 0.02 - - - 0.02
3 Advance received back
Shalby International Limited 0.005 - - - 0.005
4 Advance for material repaid
Shalby International Limited - - - - -
5 Advance towards reimbursement of
expenditure
Vrundavan Shalby Hospitals Limited 0.10 - - - 0.10
6 Advances received back towards
Reimbursement of Expenditure
Vrundavan Shalby Hospitals Limited 0.10 - - - 0.10
(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
7 Advances given
Vrundavan Shalby Hospitals Limited 44.25 - - - 44.25
Yogeshwar Healthcare Limited 0.59 - - - 0.59
Shalby Kenya Limited 0.19 - - - 0.19
8 Capital Introduced
Griffin Mediquip LLP
Fixed - - - - -
Current 3.77 - - - 3.77
9 Capital withdrawal
Griffin Mediquip LLP - - - - -
Current - - - - -
10 Share of Profit/(Loss)
Griffin Mediquip LLP 5.47 - - - 5.47
11 Purchase of medicines, materials and
consumables
Griffin Mediquip LLP 374.07 - - - 374.07
Uranus Medical Devices Limited - - - - -
12 Rent Expenses
Dr. Vikram I. Shah - - 8.41 - 8.41
Shalby Orthopedic Hospital and Research - - - 0.62 0.62
Center
Yogeshwar Healthcare Limited 0.26 - - - 0.26
13 Rent Income
Griffin Mediquip LLP 0.07 - - - 0.07
Slaney Healthcare Private Limited - - - 0.16 0.16
14 Interest Income
Vrundavan Shalby Hospitals Limited 4.00 - - - 4.00
15 Salary
Ravi Bhandari - - 8.96 - 8.96
Mr. Shanay V. Shah - - 4.97 - 4.97
(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
16 Commission Expense
Zodiac Mediquip Limited - 0.15 - - 0.15
17 Guest House Expenses
Zodiac Mediquip Limited - 1.69 - - 1.69
18 Purchase return of medicines, materials
and consumables
Slaney Healthcare Private Limited - - - 0.35 0.35
19 Reimbursement of IPO related expenses
Dr. Vikram I. Shah - - 12.68 - 12.68
20 Purchase of Capital Goods
Griffin Mediquip LLP 0.01 - - - 0.01
21 Investment made during the year
Vrundavan Shalby Hospitals Limited 46.92 - - - 46.92
(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
4 Loans and Advances
Yogeshwar Healthcare Limited 7.41 - - - 7.41
Shalby Kenya Limited 3.32 - - - 3.32
Vrundavan Shalby Hospitals Limited 77.70 - - - 77.70
5 Rent Payable
Dr. Vikram I. Shah - - 0.73 - 0.73
Zodiac Mediquip Limited - 0.15 - - 0.15
Shalby Orthopedic Hospital and Research - - - 0.53 0.53
Center
6 Interest Receivable
Vrundavan Shalby Hospitals Limited 19.09 - - - 19.09
7 Other Receivables
Shalby International Limited 0.01 - - - 0.01
Slaney Healthcare Private Limited - - - 0.08 0.08
9 Other Payable
Slaney Healthcare Private Limited - - - 0.40 0.40
10 Capital contribution
Grififin Mediquip LLP
Fixed 0.48 - - - 0.48
Current 13.54 - - - 13.54
2. Related Party Disclosures for the year ended March 31, 2017
(a) Details of Related Parties
Sr.
Description of Relationship Names of Related Parties
No.
Subsidiary companies & LLPs 1 Shalby (Kenya) Limited
2 Vrundavan Shalby Hospitals Limited
3 Yogeshwar Healthcare Limited
4 Shalby International Limited (Earlier known as Shalby Pune Limited)
5 Griffin Mediquip LLP (Earlier known as Shalby Orthopedic LLP)
Promoter Company 6 Zodiac Mediquip Limited
Sr.
Description of Relationship Names of Related Parties
No.
Key Management Personnel (KMP) 7 Dr. Vikram I. Shah
8 Mr. Ravi Bhandari
Relatives of KMP 9 Dr. Darshini V. Shah
10 Mr. Shanay V. Shah
Enterprise over which KMP / Relatives of KMP exercise 11 Uranus Medical Devices Limited
significant influence through controlling interest (Other 12 Shalby Orthopedic Hospital and Research Center
Related Party)
13 Friends of Shalby Foundation
14 Slaney Healthcare Private Limited
(c) Details of transactions with related parties for the year ended March 31, 2017 in the ordinary course of business:
(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
1 Professional Fees
Dr. Vikram I. Shah - - 44.73 - 44.73
Dr. Darshini V. Shah - - 26.78 - 26.78
2 Unsecured Loan given
Shalby International Limited 0.52 - - - 0.52
3 Unsecured Loan received back
Shalby International Limited 0.54 - - - 0.54
4 Advance for material repaid
Shalby International Limited 0.25 - - - 0.25
5 Advance towards reimbursement of
expenditure
Vrundavan Shalby Hospitals Limited 0.14 - - - 0.14
Slaney Healthcare Private Limited - - - 0.09 0.09
(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
6 Advances received back towards
Reimbursement of Expenditure
Vrundavan Shalby Hospitals Limited 0.59 - - - 0.59
7 Advances given
Shalby Kenya Limited 0.27 - - - 0.27
8 Capital Introduced
Griffin Mediquip LLP
Fixed 0.13 - - - 0.13
Current 5.28 - - - 5.28
9 Capital withdrawal
Griffin Mediquip LLP
Current 5.08 - - - 5.08
10 Share of Profit/(Loss)
Griffin Mediquip LLP 4.56 - - - 4.56
11 Purchase of medicines, materials and
consumables
Slaney Healthcare Private Limited - - - 0.63 0.63
Griffin Mediquip LLP 325.04 - - - 325.04
Uranus Medical Devices Limited - - - 0.33 0.33
12 Rent Expenses
Dr. Vikram I. Shah - - 6.90 - 6.90
Shalby Orthopedic Hospital and Research - - - 0.76 0.76
Center
Yogeshwar Healthcare Limited 0.26 - - - 0.26
13 Rent Income
Griffin Mediquip LLP 0.06 - - - 0.06
Slaney Healthcare Private Limited - - - 0.06 0.06
14 Interest Income
Vrundavan Shalby Hospitals Limited 5.31 - - - 5.31
15 Salary
Ravi Bhandari - - 7.92 - 7.92
Mr. Shanay V. Shah - - 3.90 - 3.90
16 Commission Expense
Zodiac Mediquip Limited - 0.13 - - 0.13
(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
17 Guest House Expenses
Zodiac Mediquip Limited - 1.75 - - 1.75
18 Catering Charges Income
Slaney Healthcare Private Limited - - - 0.03 0.03
(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
7 Other Receivables
Slaney Healthcare Private Limited - - - 0.12 0.12
8 Commission Payable
Zodiac Mediquip Limited - 0.04 - - 0.04
9 Capital contribution
Grififin Mediquip LLP
Fixed 0.48 - - - 0.48
Current 4.30 - - - 4.30
(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
6 Interest Receivable
Vrundavan Shalby Hospitals Limited 14.31 - - - 14.31
7 Other Recoverable
Vrundavan Shalby Hospitals Limited 0.45 - - - 0.45
8 Capital Contribution
Grififin Mediquip LLP
Fixed 0.35 - - - 0.35
Current 0.45 - - - 0.45
9 Other payables
Shalby International Limited 0.24 - - - 0.24
10 Short term advances for expenses
Uranus Medical Devices Limited - - - 0.04 0.04
All the assets and liabilities as at September 7, 2015 of the Hospital division of Kamesh Bhargava Hospital and Research Centre Private
Limited have been transferred to the Company at fair value which is summarized below:
` in Million
Assets
Non-current assets
Property, plant and equipment 369.72
Other Financial Assets (Non-current) 1.23
Current Assets
Inventories 0.55
Financial assets (Current)
Cash and Cash equivalents 1.15
Other financial assets 2.52
Other current assets 0.36
Total (A): 375.53
` in Million
Equity and Liabilities
Non-current liabilities
Provisions 1.17
Current liabilities
Borrowings 79.21
Other financial liabilities (Current) 5.74
Total (B): 86.12
Net identifiable assets acquired (A-B) 289.41
Consequent to this, financial information in the financial statements are restated to account for the Scheme of Arrangement as per the
requirement of Appendix C of Ind AS - 103 “Business Combination”.
(` in Million)
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
Total equity attributable to the equity share holders of the 7752.46 2585.43 2277.64
company
As percentage of total capital 88.34% 45.22% 51.92%
Current loans and borrowings 382.65 394.14 168.60
Non-current loans and borrowings 749.83 2854.04 2023.35
Total loans and borrowings 1132.48 3248.18 2191.95
Cash and cash equivalents 108.83 115.82 82.64
Net loans & borrowings 1023.65 3132.36 2109.31
As a percentage of total capital 11.66% 54.78% 48.08%
Total capital (loans and borrowings and equity) 8776.11 5717.79 4386.95
* Excluding investments in subsidiaries, joint control entities and associates measured at cost in accordance with Ind AS-27
Notes:
Level 1 hierarchy includes financial instruments measured using quoted prices (unadjusted) in active market for identical assets that
the entity can access at the measurement date. This represents mutual funds that have price quoted by the respective mutual fund
houses and are valued using the closing Net asset value (NAV).
Level 2 hierarchy includes the fair value of financial instruments measured using quoted prices for identical or similar assets in
markets that are not active.
Level 3 if one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is
the case for unlisted compound instruments.
There are no transfers between any of these levels during the year. The Company’s policy is to recognize transfers into and transfers
out of fair value hierarchy levels as at the end of the reporting period.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
The Company’s risk management policies are established to identify and analyses the risks faced by the Company, to set appropriate
risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to
reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and
procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and
obligations.
The audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures,
and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is
assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and
procedures, the results of which are reported to the audit committee.
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk.
Market risk – foreign Recognized financial assets and Cash flow forecasting Sensitivity Regular monitoring to keep the net
exchange liabilities not denominated in analysis exposure at an acceptable level, with
Indian rupee (`) option of taking Forward Foreign
exchange contracts if deemed
necessary.
Price Risk Investments in mutual funds Credit ratings Portfolio diversification and regular
monitoring
For trade receivables, provision is provided by the company as per the below mentioned policy:
(` in Million)
Carrying
Gross carrying Expected credit Expected credit
Particulars amount of trade
amount (`) losses rate (%) losses (`)
receivable (`)
Considered Good
0 - 6 months 433.77 - - 433.77
6 months - 1 year 83.04 - - 83.04
More than 1 year 87.30 3% 2.62 84.68
Total 604.11 2.62 601.49
Considered Doubtful 3.79 100% 3.79 -
Total 607.90 6.41 601.49
The Company’s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds and other
committed credit lines. Management monitors rolling forecasts of the group’s liquidity position (comprising the undrawn borrowing
facilities below) and cash and cash equivalents on the basis of expected cash flows.
Financing arrangements
The working capital position of the Company is given below:
(` in Million)
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Cash and cash equivalents 108.83 115.82 82.64
Liquidity Table
The Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods is given
below. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on
which the Company can be required to pay. The tables include both interest and principal cash flows. The contractual maturity is
based on the earliest date on which the Company may be required to pay.
(` in Million)
Less than
Financial Liabilities
1 year 2-5 years 5 years and above
Current financial liabilities
Borrowings from Banks 157.16 - -
Trade payables 479.93 - -
637.09 - -
Total financial liabilities 862.58 481.73 269.17
^ Borrowings are disclosed net of processing charges.
As at April 1, 2016
(` in Million)
Less than
Financial Liabilities
1 year 2-5 years 5 years and above
Non-current financial liabilities
Borrowings^ 103.82 1 313.58 709.77
103.82 1 313.58 709.77
Current financial liabilities
Borrowings from Banks 64.78 - -
Trade payables 449.98 - -
514.76 - -
Total financial liabilities 618.58 1 313.58 709.77
(Amount in Million)
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Financial Assets
Amount Amount (`) Amount Amount (`) Amount Amount (`)
Trade receivables USD 0.12 8.35 USD 0.04 2.70 USD 0.19 12.33
Total-Financial assets 8.35 2.70 12.33
Financial liabilities
Borrowings USD 20.01 130.26 USD 9.23 598.56 USD 11.05 732.71
Euro 0.77 62.36 Euro 0.96 66.52 Euro 0.61 45.53
Total financial liabilities 192.62 665.08 778.24
Sensitivity Analysis
Any change with respect to strengthening (weakening) of the Indian Rupee against various currencies as at March 31, 2018
and March 31, 2017 would have affected the measurement of financial instruments denominated in respective currencies
and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular
interest rates.
(` in Million)
Profit or Loss Profit or Loss
Particulars March 31, 2018 March 31, 2017
Strengthening Weakening Strengthening Weakening
USD (Increase/decrease by 1%, March 31, 1.22 (1.22) 20.86 (20.86)
2017-3.5%)
Euro (Increase/decrease by 5%, March 31, 3.12 (3.12) 2.32 (2.32)
2017-3.5%)
Total 4.34 (4.34) 23.18 (23.18)
Most of the Company’s borrowings are on a floating rate of interest. The Company has exposure to interest rate risk, arising
principally on changes in Marginal Cost of Funds based Lending Rate (MCLR). The Company uses a mix of interest rate sensitive
financial instruments to manage the liquidity and fund requirements for its day to day operations like short term credit lines
besides internal accruals.
The exposures of the Company’s financial assets / liabilities at the end of the reporting period are as follows:
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Fixed rate borrowings 4.32 7.27 3.51
Floating rate borrowings 969.12 2539.23 1857.45
973.44 2546.50 1860.96
Profit for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit
or loss.
(` in Million)
Amount as per Effects of Amount as per
Reference
IGAAP* transition to Ind AS Ind AS
Notes INR INR INR
Current Tax Assets (Net) 81.30 - 81.30
Other Current Assets 47.59 - 47.59
Assets classified as held for sale - - -
Total Assets 7041.62 (220.68) 6891.13
EQUITY AND LIABILITIES
Equity
Equity Share Capital 874.09 - 874.09
Other Equity 2 to 4 1 935.09 (223.75) 1711.34
Liabilities
Non-current Liabilities
Financial Liabilities
Borrowings 2 854.04 - 2 854.04
Other Financial Liabilities 22.47 - 22.47
Provisions 15.18 - 15.18
Other Non-current Liabilities 88.77 - 88.77
Current liabilities
Financial Liabilities
Borrowings 229.72 - 229.72
Trade Payables 388.72 3.06 391.78
Other Financial Liabilities 4 577.81 - 577.81
Other Current liabilities 43.51 - 43.51
Provisions 7.51 - 7.51
Current tax liabilities 3.71 - 3.71
Total Equity and Liabilities 7 040.62 (220.68) 6 819.94
* The previous GAAP figures have been reclassified to confirm to Ind AS presentation requirements for the purposes of this note.
1. Reference is invited to note 4.3 to the financial statements. Leasehold land with lease term of 99 years or more and renewable with
mutual consent are considered as finance leases with perpetual lease term and the same are not amortized with effect from April
1, 2016. Accordingly, for the amortization provided on such leasehold land during the year amounting to ` 7.38 Million have been
given effect in the value of Property, Plant and Equipment and corresponding effect has been given in Capital work in progress.
2. Prior period depreciation income (Net) amounting to ` 0.97 Million have been credited to profit and loss account against depreciation
expense and corresponding effects has been given in Property, Plant and Equipment.
3. Reference is invited to note 54 to the financial statements. In view of the same, deferred tax liability has been restated to the extent
of ` 171.62 Million.
(` in Million)
Effects of
Amount as per Amount as per
Reference transition to Ind
IGAAP* Ind AS
AS
Notes INR INR INR
Cash and Cash Equivalents 82.64 - 82.64
Other Bank Balances 70.96 - 70.96
Loans 66.67 - 66.67
Other Financial Assets 2 24.02 (2.17) 21.85
Current Tax Assets (Net) 91.31 - 91.31
Other Current Assets 48.09 - 48.09
Assets classified as held for sale - - -
Total Assets 5045.74 154.90 5 200.63
EQUITY AND LIABILITIES
Equity
Equity Share Capital 3 878.88 (5.33) 873.55
Other Equity 1 258.76 145.34 1404.10
Liabilities
Non-current Liabilities
Financial Liabilities
Borrowings 3 2 010.72 12.63 2 023.35
Other Financial Liabilities 29.46 - 29.46
Provisions 7.79 - 7.79
Other Non-current Liabilities - - -
Current liabilities
Financial Liabilities
Borrowings 64.78 - 64.78
Trade Payables 2 447.73 2.25 449.98
Other Financial Liabilities 312.81 - 312.81
Other Current liabilities 29.46 - 29.46
Provisions 1.63 - 1.63
Current tax liabilities 3.71 - 3.71
Total Equity and Liabilities 5045.73 1548.89 5200.63
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.
1. Reference is invited to note 54 to the financial statements. In view of the same, deferred tax liability has been restated to the extent
of ` 11.70 Million and MAT credit amounting to ` 190.00 Million is recognised.
2. Prior period adjustments have been given effect.
3. Reference is invited to note 20.4 to the financial statements.
Reconciliation of total comprehensive income for the period March 31, 2017
(` in Million)
Effects of
Amount as per Amount as per
Reference transition to Ind
IGAAP* Ind AS
AS
Notes INR INR INR
INCOME
Revenue from Operations 1 3 244.76 (20.89) 3 223.87
Other Income 1 63.02 (2.60) 60.42
Total Income 3307.78 (23.49) 3 284.29
EXPENSES
Operative and other expenses 1 1 822.44 (0.13) 1 822.31
Purchase of stock in trade 57.56 - 57.55
Changes in inventories (4.68) - (4.68)
Employee benefits expense 2 380.47 (3.58) 376.89
Finance Cost 1 94.06 8.09 102.15
Depreciation and Amortization 1 161.05 (0.97) 160.08
Other Expenses 1 250.61 (0.82) 249.80
Total expenses 2761.51 2.59 2764.10
Profit before exceptional items and tax 546.27 (26.08) 520.19
Exceptional Items - - -
Profit Before Tax 546.27 (26.08) 520.19
Tax expense
Current tax 116.50 - 116.50
Deferred tax 3 (251.09) 351.17 100.08
Total tax expense (134.59) 351.17 216.58
Profit for the year from continuing operations 680.86 (377.24) 303.61
Other comprehensive income
Items that will not be reclassified to profit or loss
Re-measurement of the defined benefit plans 2 - (3.58) (3.58)
Tax relating to re-measurement of the defined 3 - 1.24 1.24
benefit plans
- (2.34) (2.34)
Total comprehensive income for the year, 680.86 (379.59) 301.27
net of tax
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.
1. Prior period adjustments have been given effect.
2. Being actuarial gains / (losses) have been reclassified to other comprehensive income.
3. Reference is invited to note 54 to the financial statements. In view of the same, deferred tax liability has been restated to the extent
of ` 159.92 Million MAT credit had been carried to earlier years amounting to ` 190.00 Million. Further deferred tax liability is created
on reclassification of actuarial gains and losses amounting to ` 1.24 Million.
Note 48: Regulation 34(3) read with para A of Schedule V to Securities And Exchange Board of India
(Listing Obligations And Disclosures Requirements) Regulations, 2015:
(` in Million)
March 31, 2018 March 31, 2017 April 1, 2016
Loans and advances in the nature of loans to subsidiaries
Advance to Subsidiary – Vrundavan Shalby Hospitals Limited
Balance at the year end 77.69 29.92 29.92
Maximum amount outstanding at any time during the year - - -
Advance to Subsidiary – Shalby Kenya Limited
Balance at the year end - - -
Maximum amount outstanding at any time during the year - - -
Note 49: Due to Micro, Small and Medium Enterprise and confirmations
(a) Due to Micro, Small and Medium Enterprise
(` in Million)
Sr.
March 31, 2018 March 31, 2017
No.
1 Principal amount and interest due thereon remaining unpaid to any supplier NIL NIL
as at the end of each accounting year.
2 The amount of interest paid by the buyer in terms of section 16, of the NIL NIL
Micro Small and Medium Enterprise Development Act, 2006 along with the
amounts of the payment made to the supplier beyond the appointed day
during each accounting year.
3 The amount of interest due and payable for the period of delay in making NIL NIL
payment (which have been paid but beyond the appointed day during
the year) but without adding the interest specified under Micro Small and
Medium Enterprise Development Act, 2006.
4 The amount of interest accrued and remaining unpaid at the end of each NIL NIL
accounting year; and
5 The amount of further interest remaining due and payable even in the NIL NIL
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under section 23 of the MSMED Act 2006.
The company has initiated the process of obtaining confirmation from suppliers who have registered themselves under the Micro,
Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006). The above mentioned information has been compiled to
the extent of responses received by the company from its suppliers with regard to their registration under Micro, Small and Medium
Enterprises Development Act, 2006 (MSMED Act, 2006).
(b) Confirmations
The company has circulated letters of Balance Confirmation to Sundry Debtors, Sundry Creditors and the parties to whom loans and
advances have been granted. Confirmations were received in some cases.
The net proceeds of ` 4,564.28 (net off issue related expenses) have been utilized in the following manner:
(` in Million)
Funds raised Utilized up to Unutilized
from IPO March 31,2018 as at March 31,2018
Repayment of prepayment in full or in part of certain loans 3,000.00 3,000.00 -
availed by the Company
Purchase of Medical equipments for existing, recently set up and 635.80 147.22 488.58
upcoming hospitals
Purchase of interior, furniture and allied infrastructure for 111.84 - 111.84
upcoming hospitals
General Corporate purposes 816.64 426.69 389.95
Net Proceeds of the Issue 4,564.28 3,573.91 990.37*
Issue Expenses
(net off recovery from promoters) 235.72 232.53 3.19
Gross Proceeds 4,800.00 3,806.44 993.56
*Unutilized amount of net issue proceeds of ` 990.37 million have been invested as Bank Fixed Deposit.
The Company has incurred ` 245.20 Mn. (exclusive of recovery from promoters) towards the offer related expenses as tabulated below.
These expenses have been incurred in connection with raising of fresh equity capital and the same has been appropriated out of “Securities
Premium Account”. However, for Income Tax purpose the same will be claimed in five equal installments under section 35D of Income Tax
Act, 1961.
Sr.
` in Million
No.
1 Payment to BRLMs (including brokerage, selling commission, and Bidding fees) 111.56
2 Brokerage and selling commission, processing / uploading charges to Syndicate Members, RTAs and CDPs; 17.28
Processing / uploading charges for Registered Brokers; Commission and processing fees for SCSBs(2)(4)
3 Fees to the Registrar to the Offer 0.23
4 SEBI, BSE, and NSE processing fees, other regulatory expenses and listing fees 20.82
5 Printing and stationery expenses 6.04
6 Advertising, Publicity and Miscellaneous expenses 89.27
Total Expense 245.20
The foreign currency exposure not hedged as at March 31, 2018 are as under:
(Amount in Million)
Payable (In Foreign Receivable (In Foreign Receivable (In Indian
Payable (In Indian Rupee)
Currency) Currency) Rupee)
Currency
As at March As at March As at March As at March As at March As at March As at March As at March
31, 2018 31, 2017 31, 2018 31, 2017 31, 2018 31, 2017 31, 2018 31, 2017
USD 2.01 9.23 0.12 0.04 130.26 598.56 8.35 2.70
EUR 0.77 0.96 - 62.36 66.52 - -
Note 54: MAT Credit Entitlement and Deferred Tax assets / Liabilities
During the financial year ending on March 31, 2017, the Company recognized MAT credit entitlement aggregate amounting to ` 300.03
million in respect of financial year 2016-17 and also in respect of earlier financial years. The Company while compiling the financial
statements for the year under review in accordance with the provisions of Ind AS has restated the amounts of MAT credit entitlement
under the respective financial years in order to normalize the tax impact.
Similarly, the Company has also restated the amounts of Deferred Tax recognized during the financial year under review, under respective
financial years in order to normalize the tax impact.
(b) Balance Sheet, Statement of Profit and Loss, cash flow statement and change in equity read together with Notes to the accounts
thereon, are drawn up so as to disclose the information required under the Companies Act, 2013 as well as give a true and fair
view of the statement of affairs of the Company as at the end of the year and financial performance of the Company for the year
under review.
Note 56: The figures for the previous year have been regrouped / reclassified, wherever necessary, to make them comparable with the
figures for the current year. Figures are rounded off to nearest millions.
Emphasis of Matters (b) In our opinion, proper books of account as required by law
We draw your attention to Note 20 with regard to preparation of relating to preparation of the aforesaid consolidated Ind AS
the Ind AS financial statements of one the Subsidiary companies. financial Statements have been kept so far as it appears from
i.e. Vrundavan Shalby Hospitals Limited (“Such subsidiary company”) our examination of those books.
on the assumption that the Such subsidiary company is no longer (c) The consolidated Balance Sheet, the Consolidated Statement
a going concern in view of the resolution passed by the Board of of Profit and Loss, the Consolidated Statement of Cash Flows
Directors of such subsidiary company on January 9, 2018 resolving and Consolidated Statement of Changes in Equity dealt with
to cease the business operations with immediate effect at both by this Report are in agreement with the relevant books of
the hospitals located at Mapusa and Panjim since the same is account maintained for the purpose of preparation of the
financially not viable. consolidated Ind AS financial statements
Our opinion is not modified in respect of the said matter.
(d) In our opinion, the aforesaid Consolidated Ind AS financial
Other Matters statements comply with the India Accounting Standards
We did not audit financial statements of one subsidiary, whose specified under Section 133 of the Act, read with Rules issued
financial statements reflect total assets of ` 2.20 million as at thereunder.
March 31, 2018, total revenue of ` 0.74 million and net cash inflow
(e)
On the basis of written representations received from
amounting to ` 0.48 million for the year ended on that date, as
the directors as on March 31, 2018 taken on record by the
considered in consolidated Ind AS financial statements. This
Board of Directors of the Parent Company and the report
financial statements have been audited by other auditor whose
of the statutory auditors of the its subsidiary companies
report has been furnished to us by the Management and our
incorporated in the India, none of the directors of Group
opinion on the consolidated Ind AS financial statements in so far
Companies is disqualified as on March 31, 2018 from being
as it relates to the amounts and disclosures included in respect of
appointed as a director in terms of Section 164(2) of the Act.
this subsidiary, and our report in terms of clause (i) of sub sections
(3) of section 143 of the Act, in so far as it relates to the aforesaid (f ) With respect to the adequacy of the internal financial controls
subsidiary are based solely on the reports of the other auditor. over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate report in
We did not audit financial statements of one subsidiary, whose Ind
“Annexure A”, which is based on the auditors’ reports of the
AS financial statements reflect total assets of ` 20.05 million as at
Parent Company and subsidiary companies incorporated in
March 31, 2018, total revenue of ` 0.54 million and net cash inflow
India.
amounting to ` NIL for the year ended on that date, as considered
in consolidated Ind AS financial statements. This Ind AS financial (g) With respect to the other matters to be included in the
statements have been unaudited and have been furnished to us Auditor’s Report in accordance with Rule 11 of the Companies
by the Management and our opinion on the consolidated Ind (Audit and Auditors) Rules, 2014 in our opinion and to the
AS financial statements in so far as it relates to the amounts and best of our information and according to the explanations
disclosures included in respect of this subsidiary, and our report in given to us :
terms of clause (i) of sub sections (3) of section 143 of the Act, in so
(i) The Consolidated Ind AS financial statements disclose
far as it relates to the aforesaid subsidiary are based solely on such
impact of pending litigations on its Consolidated
unaudited Ind AS financial Statements.
financial position of the Group - Refer note 39 to the
Our opinion on the consolidated Ind AS financial statements, and Consolidated Ind AS financial statements.
our report on Other Legal and Regulatory Requirements below is
(ii) The Group did not have any material foreseeable loss
not modified in respect of the above matters with respect to our
on long-term contracts including derivatives contracts.
reliance on the work done and the reports of the other auditor and
Management. (iii) There were no amounts which were required to be
transferred to the Investor Education and Protection
Report on Other Legal and Regulatory
Fund by the Group.
Requirements
FOR G. K. CHOKSI & CO.
As required by section 143(3) of the Act, based on our audit we
[Firm Registration No. 101895W]
report that, to the extent applicable to, that:
Chartered Accountants
(a)
We have sought and obtained all the information and
explanations which to the best of our knowledge and belief J. D. PATEL
were necessary for the purposes of our audit of the aforesaid Place : Ahmedabad Partner
consolidated Ind AS financial statements. Date : May 7, 2018 Mem. No. 32780
Report on the Internal Financial Controls under Clause (i) of ethical requirements and plan and perform the audit to obtain
Sub-section 3 of Section 143 of the Companies Act, 2013 reasonable assurance about whether adequate internal financial
(“the Act”) controls over financial reporting was established and maintained
and if such controls operated effectively in all material respects.
In Conjunction with our audit of the consolidated Ind AS financial
statements of the company as of end for the year ended March Our audit involves performing procedures to obtain audit evidence
31, 2018, we have audited the internal financial controls over about the adequacy of the internal financial controls system over
financial reporting SHALBY LIMITED (“the Parent Company”) and financial reporting and their operating effectiveness. Our audit
its subsidiary companies, which are companies incorporated in of internal financial controls over financial reporting included
India, as of that date. obtaining an understanding of internal financial controls over
financial reporting, assessing the risk that a material weakness
Management’s Responsibility for Internal exists, and testing and evaluating the design and operating
Financial Controls effectiveness of internal control based on the assessed risk. The
The respective Board of Directors of the Parent company and its procedures selected depend on the auditor’s judgment, including
subsidiary companies, which are companies incorporated in India, the assessment of the risks of material misstatement of the
responsible for establishing and maintaining internal financial Consolidated Ind AS financial statements, whether due to fraud or
controls based on the internal control over financial reporting error.
criteria established by the Company considering the essential
components of internal control stated in the Guidance Note We believe that the audit evidence we have obtained is sufficient
on Audit of Internal Financial Controls over Financial Reporting and appropriate to provide a basis for our audit opinion on
issued by the Institute of Chartered Accountants of India (‘ICAI’). internal financial controls system over financial reporting of Parent
These responsibilities include the design, implementation and Company and its subsidiary companies, which are companies
maintenance of adequate internal financial controls that were incorporated in India.
operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to company’s Meaning of Internal Financial Controls over
policies, the safeguarding of its assets, the prevention and Financial Reporting
detection of frauds and errors, the accuracy and completeness A company’s internal financial control over financial reporting is a
of the accounting records, and the timely preparation of reliable process designed to provide reasonable assurance regarding the
financial information, as required under the Companies Act, 2013. reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
Auditors’ Responsibility accepted accounting principles. A company’s internal financial
Our responsibility is to express an opinion on the Company’s control over financial reporting includes those policies and
internal financial controls over financial reporting to the Parent procedures that
Company and its subsidiary companies, which are companies
incorporated in India, based on our audit. We conducted our (1) pertain to the maintenance of records that, in reasonable
audit in accordance with the Guidance Note on Audit of Internal detail, accurately and fairly reflect the transactions and
Financial Controls over Financial Reporting (the “Guidance Note”) dispositions of the assets of the company;
and the Standards on Auditing, issued by ICAI and deemed to be (2) provide reasonable assurance that transactions are recorded
prescribed under section 143(10) of the Companies Act, 2013, to as necessary to permit preparation of financial statements in
the extent applicable to an audit of internal financial controls, accordance with generally accepted accounting principles,
both applicable to an audit of Internal Financial Controls and, both and that receipts and expenditures of the company are being
issued by the Institute of Chartered Accountants of India. Those made only in accordance with authorisations of management
Standards and the Guidance Note require that we comply with and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely material respects, an adequate internal financial controls system
detection of unauthorised acquisition, use, or disposition of over financial reporting and such internal financial controls over
the company’s assets that could have a material effect on the financial reporting were operating effectively as at March 31,
financial statements. 2018, based on the internal control over financial reporting criteria
established by the Company considering the essential components
Inherent Limitations of Internal Financial Controls of internal control stated in the Guidance Note on Audit of Internal
over Financial Reporting Financial Controls Over Financial Reporting issued by the Institute
Because of the inherent limitations of internal financial controls of Chartered Accountants of India.
over financial reporting, including the possibility of collusion
or improper management override of controls, material
misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls
over financial reporting to future periods are subject to the risk that
the internal financial control over financial reporting may become
inadequate because of changes in conditions, or that the degree FOR G. K. CHOKSI & CO.
of compliance with the policies or procedures may deteriorate. [Firm Registration No. 101895W]
Chartered Accountants
Opinion
In our opinion, to the best of our information and according to the J. D. PATEL
explanations given to us, the parent Company and its subsidiary Place : Ahmedabad Partner
companies, which are companies incorporated in India, have, in all Date : May 7, 2018 Mem. No. 32780
(` in Million)
March 31, 2018 March 31, 2017
A. Cash flow from operating activities
Profit/(Loss) for the year before taxation 572.74 504.97
Adjustments for
Depreciation and amortisation 228.57 167.02
Finance cost 123.56 106.02
Interest Income from financial assets measured at amortised cost (28.40) (18.02)
Profit on sale of assets (Net) (0.06) (2.33)
Fixed assets written off 1.17 0.17
Impairment of Assets 7.10 -
Provision for Bad & Doubtful Debts 2.62 8.29
Foreign Currency Translation Reserve 0.07 (0.06)
Operating profit before working capital changes 907.37 766.06
Adjustments for Changes in Working Capital
Decrease / (Increase) in Inventories (43.51) (1.58)
Decrease / (Increase) in Trade receivables (272.76) (51.83)
Decrease / (Increase) in Other Non current financial assets (210.21) (6.63)
Decrease / (Increase) in Other current financial asset 11.37 (123.01)
Decrease / (Increase) in Other non current asset (82.48) (88.39)
Decrease / (Increase) in Other current assets (68.60) 0.75
Decrease / (Increase) in Loan 56.15 (22.71)
Increase / (Decrease) in Trade payables 87.61 (76.31)
Increase / (Decrease) in Provisions 0.09 8.41
Increase / (Decrease) in Other Non current financial liabilities 23.76 (6.99)
Increase / (Decrease) in Other current financial liabilities (189.32) 210.63
Increase / (Decrease) in Other Non current liabilities 39.63 88.78
Increase / (Decrease) in Other current liabilities 5.58 13.25
Cash generated from operations 264.69 710.43
Direct taxes Refund/(paid) (125.35) (105.97)
Net Cash from Operating Activities [A] 139.34 604.46
B. Cash flow from investing activities
Purchase of property, plant and equipment / Intangible assets (1383.59) (1 581.23)
Other Bank Balance (1 001.24) 30.23
Interest received 19.75 17.97
Net Cash from / (used in) investing activities [B] (2365.08) (1 533.03)
(` in Million)
March 31, 2018 March 31, 2017
C. Cash flow from financing activities
Proceeds from issued / allotment of shares 203.28 0.54
Securities premium received 4 681.21 3.24
Proceeds from borrowings (2 286.95) 998.18
Payment for acquisition of Non-controlling Interest in Subsidiary Company (46.92) -
Share Issued Expenditure (245.20) -
Proceed from share application money pending allotment - 2.73
Interest paid (83.24) (48.30)
Net cash flow from financial activities [C] 2 222.19 956.39
Net Increase/(Decrease) in cash & cash equivalents [A+B+C] (3.55) 27.82
Cash and cash equivalents opening 116.97 89.15
Add: On account of Business Combination 3.67 -
Cash and cash equivalents closing 117.09 116.97
Components of Cash and cash equivalent
Balances with scheduled banks 69.39 52.28
Fixed Deposits with maturity less than 3 months 38.90 48.74
Cash in hand 8.40 15.95
Cash and cash equivalents classified as held for sale 0.40 -
117.09 116.97
Explanatory Notes to Cash Flow Statement
1 The Statement of Cash Flow is prepared by using indirect method in accordance with the format prescribed by Indian Accounting
Standard 7.
2 In Part A of the Cash Flow Statements, figures in brackets indicates deductions made from the net profit for deriving the cash flow
from operating activities. In part B & part C, figures in brackets indicates cash outflows.
3 Figures of the previous year have been regrouped wherever necessary, to confirm to current years presentation.
As per our report of even date attached
166
A. Equity share capital
(` in Million)
As at April 1, 2016 873.55
Issue of Equity Share capital 0.54
As at March 31, 2017 874.09
Issue of Equity Share capital 206.01
As at March 31, 2018 1 080.10
B. Other equity
(` in Million)
Particulars Reserves and Surplus Equity Non- Total
Securities Capital Retained Share Capital Other attributable Controlling Equity
Premium Redemtion Earnings Application Reserve on Comprehensive to the Interest
The accompanying notes are an integral part of the consolidated financial statements.
As per our report of even date
For G. K. CHOKSI & CO. For and on behalf of the Board
[Firm Registration No. 101895W] DR. VIKRAM I. SHAH SHYAMAL S. JOSHI RAVI S. BHANDARI
Chartered Accountants Chairman & Managing Director Director Chief Executive Officer
DIN: 00011653 DIN: 00005766
J. D. PATEL
Partner S L KOTHARI JAYESH R. PATEL
Mem. No. 32780 Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : May 7, 2018 Date : May 7, 2018
Financial Statements
Note 1: Corporate Information statements. The date of transition to Ind AS is April 1, 2016. The
Shalby Limited (the Parent Company) is a company engaged in comparative figures in the Consolidated Balance Sheet as at March
healthcare delivery space and listed with bourses in India. The 31, 2017 and April 1, 2016 and Consolidated Statement of Profit
registered office of the Company is located at Opposite Karnavati and Loss and Consolidated Cash Flow Statement for the year
Club, Sarkhej Gandhinagar Highway, Near Prahladnagar Garden, ended March 31, 2017 have been restated accordingly. Accounting
Ahmedabad – 380 015. The company operates as a chain of multi- Policies have been consistently applied except where newly issued
specialty hospitals across India. The business of the company is accounting standard is initially adopted or revision to the existing
to offer tertiary and quaternary healthcare services to patients standards requires a change in the accounting policy hitherto
in various areas of specialization such as orthopedics, complex in use. Management evaluates all recently issued or revised
joint replacements, cardiology, neurology, oncology, renal accounting standards on an on-going basis.
transplantations etc.
Refer Note 5.21 for the explanations of transition to Ind AS
Following subsidiary entities have been considered in the including the details of first-time adoption exemptions availed by
preparations of the consolidated financial statements. the Parent Company.
the primary economic environment in which the Parent events in similar circumstances. If a member of the Group
Company operates (“the functional currency”). Indian Rupee uses accounting policies other than those adopted in the
is the functional currency of the Parent Company. consolidated financial statements for like transactions and
events in similar circumstances, appropriate adjustments
The consolidated financial statements are presented in are made to that Group member’s financial statements in
Indian Rupees (`) which is the Parent company’s presentation preparing the consolidated financial statements to ensure
currency, and all values are rounded to the nearest million, conformity with the Group’s accounting policies. The
except otherwise stated. financial statements of all entities used for the purpose of
consolidation are drawn up to same reporting date as that of
2.4 Standard issued but not yet effective the Parent company, i.e., year ended on March 31.
Ministry of Corporate Affairs (MCA) issued the Companies
(Indian Accounting Standards) (Amendments) Rules, 2018, (d) Non-controlling interests in the results and equity of
(‘the Rules’) on March 28, 2018. The rules notify the new subsidiaries are shown separately in the consolidated
Revenue Standard Ind AS 115 ‘Revenue from Contracts with statement of profit and loss, consolidated statement of
Customers’ and also bring in amendments to existing Ind AS. changes in equity and balance sheet respectively.
The rules shall be effective from reporting period beginning
on or after April 1, 2018 and cannot be reported early. Hence, (e) Non-Controlling Interest’s share of profit / loss of consolidated
subsidiaries for the year is identified and adjusted against
the same not applied in the preparation of these financial
the income of the group in order to arrive at the net income
statements.
attributable to shareholders of the Parent Company.
Note 3: Consolidation of Financial Statements
(f ) Consolidated financial statements includes Limited Liability
Note 3.1: Principle of Consolidation partnership in which Shalby Limited holds pertinent interest
(a) The consolidated financial statements relate to Shalby are also consolidated with same effects and treatments as
Limited and its subsidiary entities. Subsidiaries are all entities given to the corporate subsidiaries in compliance with Indian
over which the Company has control. The Company controls Accounting Standard 110.
an entity when the Company is exposed to, or has rights to,
variable returns from its involvement with the entity and Note 3.2: Consolidation Procedure
has the ability to affect those returns through its power to (a) Combine like items of assets, liabilities, equity, income,
direct the relevant activities of the entity. Consolidation of expenses and cash flows of the parent with those of its
an entity begins when the Company obtains control over the subsidiaries. For this purpose, income and expenses of
entity and ceases when Company loses control of the entity. the subsidiary are based on the amounts of the assets and
Specifically, income and expenses of an entity acquired or liabilities recognised in the consolidated financial statements
disposed of during the year are included in the consolidated at the acquisition date.
statement of profit and loss from the date the Company gains
control or until the date when the Company ceases to control (b) Offset (eliminate) the carrying amount of the parent’s
the entity, respectively. investment in each subsidiary and the parent’s portion of
equity of each subsidiary. Business combinations policy
(b) The Group combines the financial statements of the Parent explains how to account for any related goodwill.
and its subsidiaries line by line adding together like items
(c) Eliminate in full intragroup assets and liabilities, equity,
of assets, liabilities, equity, income and expenses. Inter-
income, expenses and cash flows relating to transactions
company transactions, balances and unrealised gains on
between entities of the group (profits or losses resulting from
transaction between group companies are eliminated. Ind
intragroup transactions that are recognized in assets, such as
AS -12 “Income Taxes” applies to temporary differences that
inventory and fixed assets, are eliminated in full). Intragroup
arise from the elimination of profits and losses resulting from
losses may indicate an impairment that requires recognition
intragroup transactions.
in the consolidated financial statements. Ind AS 12 Income
Taxes applies to temporary differences that arise from the
(c) Consolidated financial statements are prepared using elimination of profits and losses resulting from intragroup
uniform accounting policies for like transactions and other transactions.
(d) A change in the ownership interest of a subsidiary, without a in the periods in which the estimates are revised and in future
loss of control, is accounted for as an equity transaction. If the periods which are affected.
Group loses control over a subsidiary, it:
In the process of applying the Group’s accounting policies,
(a) Derecognises the assets (including goodwill) and
management has made the following judgments and estimates,
liabilities of the subsidiary;
which have the most significant effect on the amounts recognised
(b) Derecognises the carrying amount of any non- in the consolidated financial statements.
controlling interests;
4.1 Revenue recognition
(c) Derecognises the cumulative translation differences
recorded in equity; Revenue from fees charged for inpatient and outpatient
hospital/clinical services rendered to insured, Government
(d) Recognises the fair value of any investment retained; schemes and corporate patients are subject to approvals
(e) Recognises any surplus or deficit in profit or loss, and from the insurance companies and corporates. Accordingly,
the Group estimates the amounts likely to be disallowed
(f ) Reclassifies the parent’s share of components, previously by such companies based on past trends and necessary
recognised in OCI, to profit or loss or retained earnings, provisions are made.
as appropriate, as would be required if the Group had
directly disposed of the related assets or liabilities. 4.2 Useful lives of property, plant and equipment
The Group reviews the useful life of property, plant and
(e) The notes and the significant accounting policies to the equipment at the end of each reporting period. This
consolidated financial statements are intended to serve as a assessment may result in change in the depreciation expense
guide for better understanding of the group’s position. In this in future periods.
respect, the company has disclosed such notes and policies,
which represent the needed disclosures. 4.3 Taxes
Deferred tax assets are recognised for unused tax credits
(f ) In case of foreign subsidiaries, revenue and expenses items to the extent that it is probable that taxable profit will be
are consolidated at the average rate prevailing during the
available against which the losses can be utilised. Significant
year. All assets and liabilities are converted at rates prevailing
management judgment is required to determine the amount
at the end of the year. Any exchange difference arising
of deferred tax assets that can be recognised, based upon the
on consolidation is recognised in the Foreign Currency
likely timing and the level of future taxable profits together
Translation Reserve through Other Comprehensive Income.
with future tax planning strategies.
Note 4: Significant accounting judgments,
4.4 Employee Benefits
estimates and assumptions
The cost of defined benefit plans are determined using
The preparation of consolidated financial statements in
actuarial valuations. The actuarial valuation involves making
conformity with Ind AS requires the management to make
assumptions about discount rates, expected rates of return
judgments, estimates and assumptions that affect the application
on assets, future salary increases, mortality rates and future
of accounting policies and the reported amounts of assets,
pension increases. Due to the long-term nature of these
liabilities, the disclosures of contingent assets and contingent
plans, such estimates are subject to significant uncertainty.
liabilities at the date of consolidated financial statements, income
and expense during the period. The estimates and associated
4.5 Fair value measurement of financial instruments
assumptions are based on historical experience and other factors
that are considered to be relevant. However, uncertainty about When the fair values of financial assets and financial liabilities
these assumptions and estimates could result in outcomes that recorded in the Consolidated Balance Sheet cannot be
require a material adjustment to the carrying amount of the asset measured based on quoted prices in active markets, their
or liability affected in future periods. fair value is measured using valuation techniques. The inputs
to these models are taken from observable markets where
Estimates and underlying assumptions are reviewed on an on- possible, but where this is not feasible, a degree of judgment
going basis. Revisions to accounting estimates are recognized is required in establishing fair values. Judgments include
considerations of inputs such as liquidity risk, credit risk and Initial Recognition:
volatility. Changes in assumptions relating to these factors All financial assets are recognized initially at fair value plus, in
could affect the reported fair value of financial instruments. the case of financial assets not recorded at fair value through
Profit or Loss, transaction costs that are attributable to the
4.6 Allowance for uncollectible trade receivables acquisition of financial assets. Purchases or sales of financial
Trade receivables, predominantly from Government schemes/ assets that requires delivery of assets within a period of time
insurance companies and corporates which enjoy high credit frame established by regulation or convention in the market
ratings are stated at their nominal value as reduced by place (regular way trades) are recognized on the trade date,
appropriate allowances for estimated irrecoverable amounts. i.e., the date that the Group committed to purchase or sell the
Estimated irrecoverable amounts are based on the ageing of asset.
the receivable balance and historical experience. Individual
trade receivables are written off when management deems it Subsequent Measurement:
not to be collectible. (i) Financial assets measured at amortized Cost:
Financial assets are subsequently measured at
The Group has used a practical expedient by computing the
amortised cost if these financial assets are held within a
expected credit loss allowance for trade receivables based
business whose objective is to hold these assets in order
on a provision matrix considering the nature of receivables
to collect contractual cash flows and where contractual
and the risk characteristics. The provision matrix takes into
terms of financial asset give rise on specified dates to
accounts historical credit loss experience and adjusted
cash flows that are solely payments of principal and
for forward looking information. The expected credit loss
interest on the principal amount outstanding.
allowance is based on the ageing of the day of the receivables
are due and the rates as given in the provision matrix.
(ii)
Financial assets at Fair Value through Other
Comprehensive Income (FVTOCI):
4.7 Impairment of Property, Plant & Equipment
The value in use calculation requires the directors to Financial Assets that are held within a business model
estimate the future cash flows expected to arise from the whose objective is achieved by both collecting
cash-generating unit and a suitable discount rate in order to contractual cash flows and selling financial assets and
calculate present value. Where the actual future cash flows the contractual terms of financial assets give rise on
are less than expected, an impairment loss which is material specified dates to cash flows that are solely payments
in nature is accounted for. of principal and interest on the principal amount
outstanding are subsequently measured at FVTOCI.
4.8 Litigations Fair Value movements in financial assets at FVTOCI are
The provision is recognized based on the best estimate of the recognized in Other Comprehensive Income.
amount desirable to settle the present obligation arising at
the reporting period and of the income is recognized in the Equity instruments held for trading are classified as at
cases involving high degree of certainty as to realization. fair value through profit or loss (FVTPL). For other equity
instruments the Group classifies the same as FVTOCI.
Note 5: Significant Accounting Policies The classification is made on initial recognition and is
5.1 Financial Instruments irrevocable. Fair Value changes on equity instruments
Financial assets and financial liabilities are recognised when at FVTOCI, excluding dividends are recognized in Other
the Group becomes a party to the contractual provisions of the Comprehensive Income (OCI).
instruments.
(iii) Fair Value through Profit or Loss (FVTPL):
(a) Financial Assets Financial Assets are measured at FVTPL if it does not
Financial Assets comprises of investments in equity meet the criteria for classification as measured at
instruments, trade receivables, cash and cash equivalents amortized cost or at FVTOCI. All fair value changes are
and other financial assets. recognized in the Statement of Profit and Loss.
De-recognition of Financial Assets: (c) Offsetting of Financial assets and Financial Liabilities
Financial Assets are derecognized when the contractual Financial assets and Financial Liabilities are offset and the net
rights to cash flows from the financial assets expire amount is presented in Balance Sheet when, and only when,
or the financial asset is transferred and the transfer the Group has legal right to offset the recognized amounts
qualifies for de-recognition. On de-recognition of the and intends either to settle on the net basis or to realize the
financial assets in its entirety, the difference between assets and liabilities simultaneously.
the carrying amount (measured at the date of de-
recognition) and the consideration received (including (d) Reclassification of Financial Assets
any new asset obtained less any new liability assumed) The Group determines classification of financial assets and
shall be recognized in the Statement of Profit and Loss. liabilities on initial recognition. After initial recognition,
no reclassification is made for financial assets which are
(b) Financial Liabilities categorized as equity instruments at FVTOCI, and financial
Initial Recognition and Measurement assets or liabilities that are specifically designated as
Financial Liabilities are initially recognized at fair value FVTPL. For financial assets which are debt instruments, a
plus any transaction costs, (if any) which are attributable to reclassification is made only if there is a change in business
model for managing those assets. Changes to the business
acquisition of the financial liabilities.
model are expected to be very infrequent. The management
determines the change in a business model as a result of
Subsequent Measurement:
external or internal changes which are significant to the
Financial Liabilities are classified for subsequent
Group’s Operations. A Change in business occurs when the
measurement into following categories:
group either begins or ceases to perform an activity that is
significant to its operations. If the group reclassifies financial
(i) Financial liabilities at Amortized Cost:
assets, it applies the reclassification prospectively effective
The Group is classifying the following under amortized
from the reclassification date which is the first day of the
cost: immediately next reporting period following the change in
- Borrowing from Banks business model. The Group does not restate any previously
recognised gains, losses (including impairment gains or
- Borrowing from Others losses) or interest.
- Trade Payables
5.2 Share Capital
- Other Financial Liabilities Ordinary Shares are classified as equity. Incremental costs
directly attributable to the issue of new ordinary shares or
Amortized cost for financial liabilities represents share options are recognized as a deduction from equity, net
amount at which financial liability is measured at initial of any tax effects.
recognition minus the principal repayments, plus or
minus cumulative amortization using the effective 5.3 Property, Plant and Equipment
interest method of any differences between the initial Property, plant and equipment held for use in the supply of
amount and maturity amount. goods or services, or for administrative purposes, are stated
in the balance sheet at cost less accumulated depreciation
(ii) Financial liabilities at Fair Value through Profit or Loss: and accumulated impairment losses. Freehold land is not
Financial liabilities held for trading are measured at Fair depreciated. All repairs and maintenance costs are charged
Value through Profit or Loss to the income statement during the financial period in which
they are incurred.
De-recognition of Financial Liabilities:
Financial liabilities shall be derecognized when, and Properties in the course of construction for supply of
only when, it is extinguished i.e. when the obligation services or administrative purpose are carried at cost, less
specified in the contract is discharged or cancelled or any recognised impairment loss. Cost includes professional
expires. fees and other directly attributable cost and for qualifying
assets, borrowing cost capitalised in accordance with the method to write down the cost of each asset to its residual
Group’s accounting policy. Such properties are classified to value over its estimated useful life using the following rates.
the appropriate categories of Property Plant and equipment
Office Equipment : 12.50%
when completed and ready for intended use. Depreciation
of these assets, on the same basis as other property assets, Furniture and Fittings : 12.50%
commences when the assets are ready for their intended use.
Computer : 30.00%
Depreciation is recognised so as to write off the cost of assets
However, the carrying values of fixed assets of aforesaid
(other than freehold land and properties under construction)
subsidiary and depreciation thereon being non-significant,
less their residual values over their useful lives as prescribed
the depreciation is not recomputed to fall in line with the
under Part C of Schedule II to the Companies Act 2013, using
method of Depreciation adopted by the Parent Company.
the straight-line method. The estimated useful lives, residual
values and depreciation method are reviewed at the end
An item of property, plant and equipment is derecognised
of each reporting period, with the effect of any changes in
upon disposal or when no future economic benefits are
estimate accounted for on a prospective basis. Depreciation
expected to arise from the continued use of the asset. Any
for assets purchased/sold during a period is proportionately
gain or loss arising on the disposal or retirement of an item
charged for the period of use.
of property, plant and equipment is determined as the
difference between the sales proceeds and the carrying
Assets held under finance leases are depreciated over their
amount of the asset and are recognised net within “other
expected useful lives on the same basis as owned assets.
income / other expenses” in the Statement of profit and loss.
Leasehold land with lease term of 99 years or more and
renewable with mutual consent are considered as finance
Transition to Ind AS
leases with perpetual lease term and the same are not
For transition to Ind AS, the Group has opted to adopt the
amortised with effect from April 1, 2016.
carrying value of all of its property, plant and equipment
Estimated useful lives of the assets are as follows: recognised as of April 1, 2016 (transition date) measured
as per the previous GAAP and use that carrying value as its
Type of Asset Useful Life deemed cost as of the transition date.
Buildings* 30 years and 60 years
Plant and Machinery 15 years 5.4 Intangible assets
Intangible Assets acquired separately
Medical Equipment 13 years and 15 years
Intangible assets with finite useful lives that are acquired
Electrical Installations 10 years separately are carried at cost less accumulated amortisation
Furniture and fixtures 10 years and accumulated impairment losses. Amortisation is
Office equipment 5 years recognised on a straight-line basis over their estimated
Vehicles 8 years and 10 years useful lives. The estimated useful life and amortisation
Servers and Computers 3 years and 6 years method are reviewed at the end of each reporting period,
with the effect of any changes in estimate being accounted
(*) For this class of assets based on internal assessments and for on a prospective basis. Intangible assets with indefinite
technical evaluation carried out by the management, it useful lives that are acquired separately are carried at cost
believes that useful life as given above best represents less accumulated impairment losses.
the period over which the management expects to use
this assets. Hence, the useful life for this asset is different Intangible assets acquired in a business combination
from useful lives as prescribed under Part C of Schedule Intangible assets acquired in a business combination and
II to the Companies Act, 2013. recognised separately from goodwill are initially recognised
at their fair value at the acquisition date (which is regarded as
In case overseas subsidiary company i.e. Shalby Kenya their cost). Goodwill generated on business combination is
Limited Depreciation is calculated using the reducing balance tested for impairment.
Subsequent to initial recognition, intangible assets to be measured though a loss allowance. The Group
acquired in a business combination are reported at cost less recognises lifetime expected losses for all contract
accumulated amortisation and accumulated impairment assets and / or all trade receivables that do not
losses, on the same basis as intangible assets that are constitute financing transaction. For all other financial
acquired separately. assets, expected credit losses are measured at an
amount equal to the twelve-month expected credit
De-recognition of intangible assets losses or at an amount equal to the life time expected
An intangible asset is derecognised on disposal, or when credit losses if the credit risk on the financial asset has
no future economic benefits are expected from use or increased significantly, since initial recognition.
disposal. Gains or losses arising from de-recognition of an
intangible asset, measured as the difference between the net (b) Non-financial assets
disposal proceeds and the carrying amount of the asset, are Tangible and Intangible assets
recognised in statement of profit and loss when the asset is Property, Plant and equipment and intangible assets
de-recognised. with finite life are evaluated for recoverability whenever
there is an indication that their carrying amounts may
Useful lives of intangible assets not be recoverable. If any such indication exists, the
Estimated useful lives of the intangible assets are as follows: recoverable amount (i.e. higher of the fair value less
cost to sell and the value-in-use) is determined on an
Type of Asset Useful Life
individual asset basis unless the asset does not generate
Computer software and data processing 3 years cash flows that are largely independent of those from
software other assets. In such cases, the recoverable amount is
determined for cash generating unit (CGU) to which the
Transition to Ind AS asset belongs.
For transition to Ind AS, the Group has opted to continue with
the carrying value of all of its intangible assets recognised as If the recoverable amount of an asset (or CGU) is
of April 1, 2016 (transition date) measured as per the previous estimated to be less than its carrying amount, the
GAAP and use that carrying value as its deemed cost as of the carrying amount of the asset (or CGU) is reduced to it’s
transition date. recoverable amount. An impairment loss is recognised
in the statement of profit and loss.
5.5 Inventories
Inventories of all medicines, medicare items traded and dealt Reversal of impairment loss
with by the Group are measured at the lower of weighted Impairment losses recognized in prior periods are
average cost and net realisable value. Net realizable value is assessed at each reporting date for any indications that
the estimated selling price in the ordinary course of business. the loss has decreased or no longer exists.
Cost of inventories comprises of all costs of purchase and
other costs incurred in bringing the inventories to their An impairment loss is reversed if there has been
present location, after adjusting for VAT/GST wherever a change in the estimates used to determine the
applicable. recoverable amount. An impairment loss is reversed
only to the extent that the asset’s carrying amount does
Materials and consumables and general stores are charged not exceed the carrying amount that would have been
to the Statement of Profit and Loss as and when they are determined, net of depreciation or amortization, if no
procured and stock of such items at the end of the year is impairment loss had been recognized directly in other
valued at cost. comprehensive income and presented within equity.
the effect of the time value of money is material, provisions Other services fee is recognized on basis of the services
are discounted using a current pre tax rates that reflects, rendered and as per the terms of the agreement.
where appropriate, the risks specific to the liability. Where
discounting is used, the increase in the provision due to the (b) Sale of Goods
passage of time is recognized as a finance cost. Pharmacy Sales are recognised when the significant
risks and rewards of ownership is transferred to the
A provision for onerous contract is recognized when the customer. Revenue is measured at the fair value of
expected benefits to be derived by the Group from a contract the consideration received or receivable, taking into
are lower than the unavoidable cost of meeting its obligations account contractually defined terms of payment and
under the contract. The provision is measured at the present excluding taxes or duties collected on behalf of the
value of the lower of the expected cost of terminating the government. Revenue is reduced for rebates granted
contract and the expected net cost of continuing with upon purchase and are stated net of returns and
the contract. Before a provision is established, the Group discounts wherever applicable. Sales are adjusted for
recognizes any impairment loss on the assets associated with Value Added Tax/GST wherever applicable.
the contract.
(c) Dividend and Interest Income
Contingent liabilities are not recognised in the financial Dividend income from investments is recognised when
statements. A contingent asset is neither recognised nor the right to receive payment has been established
(provided that it is probable that the economic benefits
disclosed in the financial statements.
will flow to the Group and the amount of income can be
measured reliably).
5.8 Revenue Recognition
Revenue is recognised to the extent that it is probable that
Interest income from a financial asset is recognised
the economic benefits will flow to the Group and the revenue
when it is probable that the economic benefits will
can be reliably measured, regardless of when the payment
flow to the Group and the amount of income can be
is being made. Revenue is measured at the fair value of the
measured reliably. Interest income is accrued on a time
consideration received or receivable, taking into account
basis, by reference to the principal outstanding and at
contractually defined terms of payment and excluding taxes
the effective interest rate applicable, which is the rate
or duties collected on behalf of the government.
that exactly discounts estimated future cash receipts
through the expected life of the financial asset to that
(a) Rendering of Services
asset’s net carrying amount on initial recognition.
Healthcare Services
Revenue primarily comprises fees charged for inpatient 5.9 Leases
and outpatient hospital services. Services include Leases are classified as finance leases whenever the
charges for accommodation, medical professional (substantial value of the assets is initially paid as non-
services, equipment, radiology, laboratory and refundable lease premium) and terms of the lease transfer
pharmaceutical goods used in treatments given to substantially all the risks and rewards of ownership to the
Patients. Revenue is recorded and recognised during lessee. All other leases are classified as operating leases.
the period in which the hospital service is provided,
based upon the amounts due from patients and/or Assets held under finance leases are initially capitalised as
medical funding entities. Unbilled revenue is recorded assets of the Company at their fair value at the inception of
for the service where the patients are not discharged the lease. The corresponding liability to the lessor is included
and invoice is not raised for the service. in the balance sheet and the lease payments are apportioned
between finance expenses and reduction of the lease
Other Services obligation so as to achieve a constant rate of interest on the
Income from Clinical trials on behalf of Pharmaceutical remaining balance of the liability.
Companies is recognized on completion of the service,
based on the terms and conditions specified to each Rental expense from operating leases is generally recognised
contract. on a straight-line basis over the term of the relevant lease.
Where the rentals are structured solely to increase in line Borrowing costs directly attributable to the acquisition,
with expected general inflation to compensate for the construction or production of qualifying assets, which are
lessor’s expected inflationary cost increases, such increases assets that necessarily take a substantial period of time to get
are recognised in the year in which such benefit accrue. ready for their intended use or sale, are added to the cost of
Contingent rentals arising under operating leases are those assets, until such time as the assets are substantially
recognised as an expense in the period in which they are ready for their intended use or sale.
incurred.
Interest income earned on the temporary investment of
specific borrowings pending their expenditure on qualifying
5.10 Foreign Currency Translation
assets is deducted from the borrowing costs eligible for
The functional currency of the Group is the Indian Rupee (`)
capitalisation.
Exchange differences on monetary items are recognised in
All other borrowing costs are recognised in the statement of
the Consolidated Statement of profit and loss in the period in
profit and loss in the period in which they are incurred.
which they arise except for:
5.12 Government Grants
(i) exchange differences on foreign currency borrowings Government grants are not recognised until there is
relating to assets under construction for future reasonable assurance that the Group will comply with the
productive use, which are included in the cost of those conditions attaching to them and that the grants will be
assets when they are regarded as an adjustment to received.
interest costs on those foreign currency borrowings;
When the grant relates to an asset, it is treated as deferred
(ii) exchange differences arising from translation of long- income and released to the statement of profit and loss over
term foreign currency monetary items recognised in the expected useful lives of the assets concerned. When the
the financial statements of the Group for the period Group receives grants of non-monetary assets, the asset and
immediately before the beginning of the first Ind AS the grant are recorded at fair value amounts and released to
financial reporting period (prior to April 1, 2016), as per statement of profit and loss over the expected useful life in a
the previous GAAP, pursuant to the Group’s choice of pattern of consumption of the benefit of the underlying asset.
availing the exemption as permitted by Ind AS 101. Government grants that are receivable as compensation for
expenses or losses already incurred or for the purpose of
Non-monetary assets and liabilities that are measured giving immediate financial support to the Group with no
future related costs are recognised in statement of profit and
in terms of historical cost in foreign currencies are not
loss in the period in which they become receivable.
retranslated.
5.13 Employee benefits
Income and expense items in foreign currency are translated
(a) Short-term obligations
at the average exchange rates for the period, unless exchange Liabilities for salaries, including other monetary and
rates fluctuate significantly during that period, in which case non-monetary benefits that are expected to be settled
the exchange rates at the dates of the transactions are used. wholly within 12 months after the end of the period
in which the employees render the related service are
5.11 Borrowing Costs recognised in respect of employees’ services up to the
Borrowing costs include end of the reporting period and are measured at the
(i) interest expense calculated using the effective interest amounts expected to be paid when the liabilities are
rate method, settled. The liabilities are presented as current employee
benefit obligations in the balance sheet.
(ii) finance charges in respect of finance leases, and
(b) Post-employment obligations
(iii) exchange differences arising from foreign currency The Parent Company operates the following post-
borrowings to the extent that they are regarded as an employment schemes: a) defined contribution plans -
adjustment to interest costs. provident fund b) defined benefit plans - gratuity plans
(i) Defined contribution plans Change in the present value of the defined benefit
The Parent Company has defined contribution obligation resulting from plan amendments or
plan for the post-employment benefits namely curtailments are recognised immediately in the
Provident Fund, Employees Death Linked profit or loss as past service cost.
Insurance and Employee State Insurance and the
contributions towards such funds and schemes (c) Compensated Absences
are recognised as employee benefits expense and Compensated absences which are not expected to
charged to the Statement of Profit and Loss when occur within twelve months after the end of the period
they are due. The Company does not carry any in which the employee renders the related services
further obligations with respect to this, apart from are recognised at an actuarially determined liability
contributions made on a monthly basis. at the present value of the defined benefit obligation
at the Balance sheet date. In respect of compensated
(ii) Defined benefit plans absences expected to occur within twelve months after
The Parent Company has defined benefit plan, the end of the period in which the employee renders
namely gratuity for eligible employees in the related services, liability for short-term employee
accordance with the Payment of Gratuity Act, benefits is measured at the undiscounted amount of
1972 the liability for which is determined on the the benefits expected to be paid in exchange for the
basis of an actuarial valuation (using the Projected
related service.
Unit Credit method) at the end of each year.
5.14 Income Taxes
The present value of the defined benefit obligation
Income tax expense represents the sum of the tax currently
is determined by discounting the estimated future
payable and deferred tax
cash outflows by reference to market yields at the
end of the reporting period on government bonds
(i) Current tax
that have terms approximating to the tenor of the
The tax currently payable is based on taxable profit for
related obligation. The liability or asset recognized
in the balance sheet in respect of gratuity is the the year. Taxable profit differs from ‘profit before tax’ as
present value of the defined benefit obligation at reported in the consolidated statement of profit and
the end of the reporting period less the fair value loss because of items of income or expense that are
of plan assets. taxable or deductible in other years and items that are
never taxable or deductible. The Group’s current tax
The service cost (including current service cost, is calculated using tax rates that have been enacted
past service cost, as well as gains and losses on or substantively enacted by the end of the reporting
curtailments and settlements) is recognised in period.
the Statement of profit and loss in the line item
‘Employee benefits expense’. (ii) Deferred Tax
Deferred tax is recognised on temporary differences
Remeasurements of the net defined liability, between the carrying amounts of assets and liabilities
comprising of actuarial gains and losses, return in the financial statements and the corresponding
on plan assets (excluding amounts included in tax bases used in the computation of taxable profit.
net interest on the net defined benefit liability) Deferred tax liabilities are generally recognised for
and any change in the effect of asset ceiling all taxable temporary differences. Deferred tax assets
(excluding amounts included in net interest on are generally recognised for all deductible temporary
the net defined benefit liability), are recognised differences to the extent that it is probable that taxable
immediately in the balance sheet with a profits will be available against which those deductible
corresponding debit or credit to retained earnings temporary differences can be utilised. Such deferred tax
through Other Comprehensive Income (OCI) in assets and liabilities are not recognised if the temporary
the period in which they occur. Remeasurements difference arises from the initial recognition of assets
are not reclassified to profit or loss in subsequent and liabilities in a transaction that affects neither the
periods. taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed (a) fair values of the assets transferred;
at the end of each reporting period and reduced to
(b) liabilities incurred to the former owners of the acquired
the extent that it is no longer probable that sufficient
business;
taxable profits will be available to allow all or part of the
asset to be recovered. (c) equity interests issued by the Company; and
(d) fair value of any asset or liability resulting from a
Deferred tax liabilities and assets are measured at the contingent consideration arrangement.
tax rates that are expected to apply in the period in
which the liability is settled or the asset realised, based Identifiable assets acquired and liabilities and contingent
on tax rates (and tax laws) that have been enacted or liabilities assumed in a business combination are, with
substantively enacted by the end of the reporting limited exceptions, measured initially at their fair values at the
period. acquisition date. The Group recognises any non-controlling
interest in the acquired entity on an acquisition-by-
The measurement of deferred tax liabilities and assets acquisition basis either at fair value or at the non-controlling
reflects the tax consequences that would follow from interest’s proportionate share of the acquired entity’s net
the manner in which the Company expects, at the end identifiable assets. Acquisition-related costs are expensed as
of the reporting period, to recover or settle the carrying incurred.
amount of its assets and liabilities.
The excess of the consideration transferred, amount of
Deferred tax assets include Minimum Alternate Tax any non-controlling interest in the acquired entity, and
(MAT) paid in accordance with the tax laws in India, acquisition-date fair value of any previous equity interest in
which is likely to give future economic benefits in the the acquired entity over the fair value of the net identifiable
form of availability of set-off against future tax liability. assets acquired is recorded as goodwill. If those amounts
Accordingly, MAT is recognised as deferred tax asset are less than the fair value of the net identifiable assets of
the business acquired, the difference is recognised in other
in the Balance sheet when the asset can be measured
comprehensive income and accumulated in equity as capital
reliably and it is probable that the future economic
reserve provided there is clear evidence of the underlying
benefit associated with the asset will be realised.
reasons for classifying the business combination as a bargain
purchase. In other cases, the bargain purchase gain is
No Deferred tax asset is recognized for goodwill arising
recognised directly in equity as capital reserve.
on business combination.
Where settlement of any part of cash consideration is
(iii) Current and deferred tax for the year deferred, the amounts payable in the future are discounted to
Current and deferred tax are recognised in the Statement their present value as at the date of exchange. The discount
of profit and loss, except when they relate to items rate used is the entity’s incremental borrowing rate, being
that are recognised in other comprehensive income or the rate at which a similar borrowing could be obtained
directly in equity, in which case, the current and deferred from an independent financier under comparable terms and
tax are also recognised in other comprehensive income conditions.
or directly in equity respectively. Where current tax
or deferred tax arises from the initial accounting for a Contingent consideration is classified either as equity or a
business combination, the tax effect is included in the financial liability. Amounts classified as a financial liability are
accounting for the business combination. subsequently remeasured to fair value with changes in fair
value recognised in profit or loss.
5.15 Business Combinations
The acquisition method of accounting is used to account If the business combination is achieved in stages, the
for all business combinations, regardless of whether equity acquisition date carrying value of the acquirer’s previously
instruments or other assets are acquired. The consideration held equity interest in the acquiree is remeasured to fair
transferred for the acquisition comprises the: value at the acquisition date. Any gains or losses arising from
such remeasurement are recognised in profit or loss or other A fair value measurement of a non-financial asset takes into
comprehensive income, as appropriate. account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by
5.16 Derivative financial instruments selling it to another market participant that would use the
Derivatives are initially recognised at fair value at the date the asset in its highest and best use.
derivative contracts are entered into and are subsequently
re-measured to their fair value at the end of each reporting The Group uses valuation techniques that are appropriate in
period. Derivatives are carried as financial assets when the the circumstances and for which sufficient data are available
fair value is positive and as financial liabilities when the fair to measure fair value, maximizing the use of relevant
value is negative. observable inputs and minimizing the use of unobservable
inputs.
5.17 Earnings per share
The Parent Company presents basic and diluted earnings All assets and liabilities for which fair value is measured
per share (EPS) data for its ordinary shares. Basic EPS is or disclosed in the consolidated financial statements
calculated by dividing the profit or loss attributable to the are categorized within the fair value hierarchy based on
ordinary shareholders of the company by the weighted the lowest level input that is significant to the fair value
average number of ordinary shares outstanding during the measurement as a whole. The fair value hierarchy is described
period. Where ordinary shares are issued but not fully paid, as below:
they are treated in the calculation of basic earnings per share
as a fraction of an ordinary share to the extent that they (a) Level 1 - unadjusted quoted prices in active markets
were entitled to participate in dividends during the period for identical assets and liabilities.
relative to a fully paid ordinary share. Diluted earnings per
share is computed by dividing the net profit after tax by the (b) Level 2 - Inputs other than quoted prices included
weighted average number of equity shares considered for within Level 1 that are observable for the asset or
deriving basic EPS and also weighted average number of liability, either directly or indirectly.
equity shares that could have been issued upon conversion
of all dilutive potential equity shares. Dilutive potential (c) Level 3 - unobservable inputs for the asset or liability.
equity shares are deemed converted as of the beginning of
the period, unless issued at a later date. Dilutive potential For assets and liabilities that are recognized in the
equity shares are determined independently for each period consolidated financial statements at fair value on a recurring
presented. basis, the Group determines whether transfers have occurred
between levels in the hierarchy by re-assessing categorization
5.18 Fair Value Measurement at the end of each reporting period.
A number of Group’s accounting policies and disclosures
require the determination of fair value, for both financial and For the purpose of fair value disclosures, the Group has
non-financial assets and liabilities. Fair value is the price that determined classes of assets and liabilities on the basis of the
would be received on sell of an asset or paid to transfer a nature, characteristics and risks of the asset or liability and
liability in an orderly transaction between market participants the level of fair value hierarchy.
at the measurement date. A fair value measurement assumes
that the transaction to sell the asset or transfer the liability Fair values have been determined for measurement and / or
takes place either in the principal market for the asset or disclosure purposes based on the following methods. When
liability or in the absence of a principal market, in the most applicable, further information about the assumptions made
advantageous market for the asset or liability. The principal in determining fair values is disclosed in the notes specific to
market or the most advantageous market must be accessible that asset or liability.
to the Group.
(a) Investment in equity and debt securities
The fair value of an asset or liability is measured using the The fair value is determined by reference to their quoted
assumptions that market participants would use when pricing price at the reporting date. In the absence of quoted
the asset or liability, assuming that market participants act in price, the fair value of the financial asset is measured
their economic best interest. using valuation techniques.
(b) Trade and other receivables The operating cycle is the time between acquisition of assets
The fair value of trade and other receivables, excluding for processing / trading / assembling and their realization in
construction contracts in progress, is estimated as the cash and cash equivalents. The Group has identified twelve
present value of future cash flows, discounted at the months as its operating cycle.
market rate of interest at the reporting date. However
in respect of such financial instruments, fair value 5.20 Cash and cash equivalent
generally approximates the carrying amount due The Group considers all highly liquid financial instruments,
to short term nature of such assets. This fair value is which are readily convertible into known amounts of cash
determined for disclosure purposes or when acquired that are subject to an insignificant risk of change in value
in a business combination. and having original maturities of three months or less from
the date of purchase, to be cash equivalents. Cash and
(c) Non derivative financial liabilities cash equivalents consists of balances with banks which are
Fair Value, which is determined for disclosure purposes, unrestricted for withdrawal and usage.
is calculated based on the present value of future
principal and interest cash flows, discounted at the 5.21 First Time Adoption of Ind AS
market rate of interest at the reporting date. For finance The Group has prepared the opening standalone balance
leases, the market rate of interest is determined by sheet as per Ind AS as of April 1, 2016 (the transition date)
reference to similar lease agreements. by recognising all assets and liabilities whose recognition
is required by Ind AS, not recognising items of assets or
5.19 Current / non- current classification liabilities which are not permitted by Ind AS, by reclassifying
An asset is classified as current if: items from previous GAAP to Ind AS as required under Ind
AS, and applying Ind AS in measurement of recognised
(a) it is expected to be realized or sold or consumed in the
assets and liabilities. However, this principle is subject to the
Group’s normal operating cycle;
certain mandatory exceptions under Ind AS 101 and certain
(b) it is held primarily for the purpose of trading; optional exemptions permitted under Ind AS 101 availed by
the Group as detailed below:
(c) it is expected to be realized within twelve months after
the reporting period; or
1. Mandatory exceptions to retrospective application of
(d) it is cash or cash equivalent unless it is restricted from other Ind AS
being exchanged or used to settle a liability for at least (a) Estimates
twelve months after the reporting period. An entity’s estimates in accordance with Ind AS at
the date of transition to Ind AS shall be consistent
All other assets are classified as non-current. with estimates made for the same date in
accordance with Previous GAAP (after adjustments
A liability is classified as current if: to reflect any differences in accounting policies)
unless there is an objective evidence that those
(a) it is expected to be settled in normal operating cycle;
estimates were in error.
(b) it is held primarily for the purpose of trading;
The Group has not made any changes to estimates
(c) it is expected to be settled within twelve months after
made in accordance with Previous GAAP.
the reporting period;
(d) it has no unconditional right to defer the settlement (b) Ind AS 109 - Financial Instruments (Derecognition
of the liability for at least twelve months after the of previously recognized Financial Assets /
reporting period. Financial Liabilities)
An entity shall apply the derecognition
All other liabilities are classified as non-current. requirements in Ind AS 109 prospectively for
the transactions occurring on or after date of
Deferred tax assets and liabilities are classified as non-current transition to Ind AS.
assets and liabilities.
(d) Ind AS 109 “Financial Instruments” (Impairment of (b) Past Business Combinations
Financial Assets): Impairment requirements under Ind AS 101 allows a first-time adopter to opt not
Ind AS 109 should be applied retrospectively to apply Ind AS 103 “Business Combinations”
based on reasonable and supportable information retrospectively to past business combinations that
that is available on the date of transition without occurred before the date of transition to Ind AS.
undue cost or effort.
The Group has opted not to apply Ind AS 103
The borrowings of the Parent Company retrospectively to past business combinations
outstanding as at the transition date, consists of that occurred before the transition date of April 1,
loans whose disbursements have taken place in 2016.
multiple tranches in different financial years with
varying interest rates. In some cases, the rate of (d) Determining whether an arrangement contains a
interest on the loans are variable in nature and lease
drawal of the loans have been made in multiple The Group has applied Appendix C of Ind AS 17
installments with each drawal to be treated Determining whether an Arrangement contains
as a separate transaction for the purpose of a Lease to determine whether an arrangement
computing the amortised cost. Implementing the contains a lease on the basis of facts and
requirement of amortised cost retrospectively is circumstances existing at the transition date.
impracticable and also the amount is expected
to be immaterial and hence the Parent Company The Group has leases of land. The classification of
has considered the fair value of the financial each land as finance lease or operating lease at the
liability at the date of transition to Ind AS as new date of transition to Ind AS is done based on the
amortised cost of that financial liability at the date basis of facts and circumstances existing as at that
of transition to Ind AS i.e. April 1, 2016. date.
Notes:
The following adjustments have been made in respect of Property, Plant and Equipments of one of the subsidiary companies i.e. Vrundavan Shalby Hospitals Limited.
(Refer Note 20)
(` In Million)
Accumulated Depreciation
Particulars Gross Block
and Impairment
Assets reclassified as held for sale 80.79 14.05
Assets discarded 1.17 -
Provision for Impairment of assets - 7.10
181
Notes to the Consolidated Financial Statements
for the year ended March 31, 2018
182
Note 5.1 : As at March 31, 2017
(` in Million)
Net carrying
Gross Block Accumulated Depreciation
amount
Particulars Adjustments Adjustments
As at April As at March Upto March For the Upto March As at March
Additions On Deductions On Deductions
1, 2016 31, 2017 31, 2016 year 31, 2017 31, 2017
acquisition / Others acquisition / Others
Owned Assets
Free hold land 310.53 - - (153.31) 157.22 - - - - - 157.22
Buildings 1 168.67 11.06 - (7.51) 1 172.22 - 43.21 - - 43.21 1 129.01
Medical Equipments and 778.69 151.53 - (1.35) 928.87 - 69.74 - (0.03) 69.71 859.16
Surgical Instruments
Plant & Machinery 149.67 2.25 - 7.51 159.43 - 10.81 - - 10.81 148.62
Electrical Installation 37.31 1.94 - - 39.25 - 5.24 - - 5.24 34.01
Note 8.3 : Gross block, accumulated depreciation and net block as per Indian GAAP as at April 1, 2016
(` in Million)
Gross carrying Accumulated Net carrying
Particulars
amount Depreciation amount
Owned Assets
Softwares 22.06 18.38 3.68
Note
1 The Parent company had applied for registration of nine trademarks to Controller General of Patents Design and Trademarks,
Department of Industrial Policy & Promotion during the period from March 2011 to July 2014, against which either the Department
has objected or third parties have opposed for Registration. The Parent Company, through it’s legal counsel, has submitted the
requisite replies. Pending final registration, the amounts paid towards the same are shown as Intangible assets under Development.
2 The Group has elected to continue with the carrying value of all of its Intangible Assets under Development recognised as of April 1,
2016 (transition date), measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.
Note 10 : Investments
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non current
Financial instruments at FVTPL
Membership 1.10 1.10 1.10
Total: 1.10 1.10 1.10
Note 12.3 : Significant components of deferred tax are shown in the following table:
(` in Million)
(Charged) (Charged)
/ Credited / Credited
As at As at
through P & L through P As at
Particulars March 31, March 31,
and OCI and & L and OCI April 1, 2016
2018 2017
directly in and directly
reserves in reserves
Deferred tax liabilities
Difference of book depreciation and tax 1 540.27 1 025.80 514.47 25.23 489.24
depreciation
Deferred tax assets
Provision for leave obligation and gratuity 1.32 (6.54) 7.86 1.51 6.35
Unabsorbed business loss and depreciation 1 166.84 888.54 278.30 (183.77) 462.07
MAT Credit entitlement 400.60 100.60 300.00 110.00 190.00
Share Issue Expenses 84.86 84.86 - - -
1 653.62 1 067.46 586.16 (72.26) 658.42
Deferred tax Liabilities / (Assets) (Net) 113.35 41.66 71.69 (97.49) 169.18
Note 12.4 : Income tax expense has been allocated as follows:
(` in Million)
March 31, 2018 March 31, 2017
Income tax expense recognised in the Statement of Profit and loss
Current tax on profits for the year 103.84 119.22
Deferred tax recognised through Statement of Profit and Loss
Decrease / (increase) in deferred tax assets (981.66) 67.98
(Decrease) / increase in deferred tax liabilities 1 024.86 29.51
Deferred tax recognised in Other Comprehensive Income (1.45) 1.24
41.75 98.73
Income tax expense / (income) attributable to continuing operations 145.59 217.95
Deferred tax recognised through other comprehensive income
Decrease / (increase) in deferred tax liabilities (1.45) 1.24
Note 14 : Inventories
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Medicines and Medicare Items 23.17 33.78 24.15
Materials and Consumables 87.59 35.31 42.64
General Stores 9.77 7.38 8.10
Total: 120.53 76.47 74.89
Note 18 : Loans
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
(Unsecured considered good)
Current
Loans to other entities - 56.15 33.44
Note 20 : Assets classified as held for sale and Liabilities directly associated with assets classified as held for sale
Note 20.1 Assets classified as held for sale
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non-current assets
Property, Plant and Equipment 80.79 - -
Intangible assets 0.05 - -
Less : Accumulated Depreciation and amortisation (14.05) - -
66.79 - -
Current assets
Cash and cash equivalents 0.40 - -
Other Bank Balances 0.48 - -
Trade receivable
Considered Doubtful 17.47 - -
(17.47) - -
- - -
Other Financial Assets 0.22 - -
Current tax assets (Net) 3.28 - -
Other Current Assets 0.34 - -
4.72 - -
71.51 - -
Note 20.2 Liabilities directly associated with assets classified as held for sale
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Current Liabilities
Trade Payables 1.47 - -
Other Current Liabilities 0.50 - -
Total: 1.97 - -
Net Carrying Value: 69.54 - -
Note:
1 In case of one of the subsidiary company i.e. Vrundavan Shalby Hospitals Limited (“such subsidiary company”), the proceeding
u/s. 397-398 of the Companies Act, 1956, instituted by two shareholders of the company vide company petition no. 18/2015 (CA
14/2017) before Company Law Board and later upon order of Hon’ble High Court of Mumbai at Goa remanded back to Hon’ble
National Company Law Tribunal (NCLT), Mumbai Bench, has been disposed off vide order dated August 18, 2017 in pursuance of final
settlement arrived at between the parties to the dispute post filing the consent terms dated July 14, 2017 before the appropriate
authorities.
2 Pursuant to aforesaid settlement and consent terms dated July 14, 2017 filed before NCLT, the two shareholders, i.e. Dr. Digambar
Naik and Mrs. Mangala Naik, agreed to transfer their balance entire 45% shareholding in such subsidiary company i.e. 40,500
shares owned by Dr. Digambar Naik and 40,500 shares owned by Mrs. Mangala Naik, in favour of Parent Company, at agreed total
consideration of ` 46.80 million to be paid by Parent Company. Such subsidiary company, by virtue of such settlement and upon
transfer of aforesaid shares, became wholly owned subsidiary company of Parent Company. Further by virtue of settlement, the
aforesaid two shareholders i.e. Dr. Digambar Naik and Mrs. Mangala Naik have agreed to settle all their rights, claims, entitlement
as shareholders, directors or in any other capacity at a consideration referred above as full and final settlement. In view of such full
and final settlement the amount of outstanding unsecured loan along with interest payable thereon by the company is no longer
payable to Dr. Digambar Naik and accordingly the same has been transferred to Consolidated Statement of Profit and Loss for the
current financial year under the head “Sundry balances written back”.
3 Pursuant to settlement referred above note 20.2, the Such subsidiary company, in an attempt to resume the operations at hospitals,
could not find it financial viable and therefore the Board of Directors of the company, vide Board resolution passed on January 9,
2018, consented to cease the entire operations with immediate effect. Consequent to such resolution, the Ind AS financial statements
of the company for the current financial year have been prepared on assumption that the such subsidiary company henceforth is
non-going concern.
4 Further, The Board of Directors of the Parent company in its meeting held on January 9, 2018 had decided to sale its Investment of
such subsidiary company. Therefore, assets and liabilities of such subsidiary company has been classified as assets held for sale. The
Net carrying value of assets and liabilities of such subsidiary company as at March 31, 2018 amounts to ` 69.54 million. Based on the
circle rates prevailing currently, the management expects to realise the consideration higher than the Investment of such subsidiary
company. Management expects the process of sale to be completed within 12 months from March 31, 2018.
Note 21.1 Reconciliation of number of shares outstanding at the beginning and at the end of the Reporting Year
As at As at
March 31, 2018 March 31, 2017
At the beginning of the year 8 74 08 932 8 73 54 932
Add:
Shares issued for Cash or Right Issue 2 06 00 838 54 000
10 80 09 770 8 74 08 932
Less:
Shares bought back / Redemption - -
At the end of the year 10 80 09 770 8 74 08 932
The shareholders are not entitled to exercise any voting right either in person or through proxy at any meeting of the Company if calls or
other sums payable have not been paid on due date.
In the event of winding up of the Company, the distribution of available assets/losses to the equity shareholders shall be in proportion to
the paid up capital.
Note 21.3 Details of shareholders holding more than 5% Shares in the company
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
No. of Shares % of holding No. of Shares % of holding No. of Shares % of holding
Shah Family Trust 4 33 27 132 40.11 - - - -
Dr. Vikram I. Shah 77 35 493 7.16 5 20 62 625 59.56 5 20 62 625 59.60
Zodiac Mediquip Limited 3 15 45 448 29.21 3 15 61 048 36.11 3 19 39 348 36.56
Note 23 : Borrowings
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non- current
Secured loans
Term loans from bank
(Refer Note 1 below)
HDFC Bank Limited
In Foreign Currency 68.12 131.19 417.51
In Indian Currency 481.35 630.62 497.43
Bank of Maharastra - 633.22 170.57
Exim bank - 483.23 170.57
IDFC Bank 198.92 - -
Buyers' credit
(Refer Note 2 below)
In Foreign Currency
HDFC Bank Limited - 305.65 253.58
EXIM Bank - 166.31 -
Vehicle loans
HDFC Bank Limited - 0.35 1.08
ICICI Bank limited - 0.95 0.48
Daimler Financial services India Pvt. Ltd. 1.43 3.02 -
Unsecured
Barclays Bank - - 499.50
From NBFC
Barclays Investment & Loans (India) Ltd. - 499.50 -
Preference Share Capital (Including Premium) - - 12.63
(Refer Note Below No. 3)
749.82 2 854.04 2 023.35
Current
Secured
Bank overdraft
Kotak Mahindra Bank 157.16 43.55 4.27
Yes Bank Ltd. - 36.17 -
Unsecured
Working capital demand loan
HDFC Bank Limited - 150.00 -
Repayable on demand
Inter corporate deposit - 30.95 88.91
157.16 260.67 93.18
906.98 3 114.71 2 116.53
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Current maturities of long term debts
Secured
Term loans from bank
HDFC Bank Limited
In Foreign Currency 16.25 23.31 101.87
In Indian Currency 15.55 105.49 -
Buyers' credit 190.80 32.67 -
Vehicle loans
HDFC Bank Limited 0.35 0.72 1.72
ICICI Bank limited 0.95 0.77 0.23
Daimler Financial services India Private Limited 1.59 1.45 -
225.49 164.41 103.82
Note:
1 The above term loans have been availed by the Parent Company for the purpose of reimbursement of Capex incurred by hospitals at
S. G. Highway and Bopal and for the purpose of Capex at its hospital at Jabalpur, Jaipur, Naroda, Indore, Surat and Mohali.
2 Pursuant to directions issued by the Reserve Bank of India, the buyers’ credit issued by AD Category - I banks are no longer entitled to
be rolled over and therefore the entire outstanding amount of buyers’ credit are due for repayment within the period of 12 months.
Accordingly, the same has been classified under the head “ Current Financial Liabilities.”
3 Reference is invited to note 21.4 with regard to disclosure of preference share capital.
195
Notes to the Consolidated Financial Statements
for the year ended March 31, 2018
196
(` in Million)
Outstanding
Sr. Name of Rate of Re-schedulement/ Prepayment Terms,
Units as at March Repayment Term Security In favor of
No. Lender Interest and related penalty, if any
31, 2018
2 HDFC Bank Jaipur, Indore, 415.43 7.50% Loans are repayable Within 45 days of interest reset date, the (i) First pari-passu charge by way of equitable SBICAP Trustee
Limited Naroda in 24 equal quarterly borrower has the option to prepay the mortgage over land & building pertaining to
installments commencing amount of principal outstanding against hospital at Jaipur and Indore.
from June, 2019. the facility, in part or in full without any (ii) First pari-passu charge by way of equitable
prepayment penalty. Prepayment on mortgage over land and building pertaining
any other dates, other than mandatory to hospital at Naroda.
prepayment event, shall be subject to a
prepayment penalty of 2% of the principal (iii) First ranking Security by way of hypothecation
amount being prepaid for the residual of all the present and future tangible movable
maturity of the facility. assets including plant and machinery
spares, medical equipment (excluding those
Penalty: Default interest of 2%p.a. over hypothecated to equipment financiers), tools
and above the applicable interest Rate till and accessories, furniture, fixtures, vehicles
2 EXIM :- The value in INR has been arrived at based on the exchange rate on March 28, 2018. Accordingly, on March 31, 2018, Outstanding USD were 2,85,000 and exchange rate was 1 USD equal to 65.0441 INR.
installments commencing
197
from March, 2016.
Notes to the Consolidated Financial Statements
198
for the year ended March 31, 2018
(` in Million)
Amount
Sr. Name of Outstanding Rate of Re-schedulement/ Prepayment Terms, and related
Units Repayment Term Security In favor of
No. Lender as at March Interest penalty, if any
31, 2018
4 ICICI Bank Force 0.72 9.69% Loans are repayable Prepayment charges: The lessor of the following The Company hypothecates to and ICICI Bank Limited
Limited Ambulance in 36 equal monthly two options plus applicable taxes: (a) 4% of the charges in favor of the Bank by way
installments commencing outstanding amount of the facility, or any other rate of first and exclusive charge of the
from February, 2016. as stipulated by ICICI Bank from time to time. OR (b) Vehicle as security for the repayment/
The total interest amount outstanding as on the date payment by the company of the
of prepayment. loan granted or to be granted to the
company by the Bank together with
all fees, interest, costs and expenses
incurred/to be incurred by the Bank
and all other monies payable or to
become payable by the company to
Note 25 : Provisions
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non- Current
Provision for employee benefts
Gratuity (Net of Plan asset) 0.16 0.80 1.05
Gratuity (Unfunded) - - 0.91
Leave obligation 13.55 14.38 7.00
13.71 15.18 8.96
Current
Provision for employee benefits
Gratuity (Net of Plan asset) 3.65 4.99 -
Gratuity (Unfunded) - - 0.07
Leave obligation 2.40 2.48 1.36
Other Provisions - 0.04 0.31
6.05 7.51 1.74
19.76 22.69 10.70
Note:
The Parent Company, having established Super Specialty Hospitals at Indore and Jabalpur both in the State of Madhya Pradesh and at
Naroda(Ahmedabad) and Surat both in the state of Gujarat, becomes eligible for one time incentive towards development of Healthcare
sector in terms of Policies of respective State Governments in this regard. The incentive is based on capital investment and therefore
is recognised in the form of capital subsidy. The same, being available against the entire capital investment, has been recognised and
classified in accordance with Significant Accounting Policy referred at note 5.12 to the consolidated financial statements.
Trade payables are not-interest bearing and are normally settled within 30-45 days.
(` in Million)
March 31, 2018 March 31, 2017
Contribution to Provident Fund and Pension Scheme, included under contribution to 20.21 14.07
provident and other funds
Contribution to Employee State Insurance Scheme, included under contribution to 3.41 2.45
provident and other funds
Gratuity
Valuation
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Discount rate 7.60% 7.10% 7.80%
Expected rate(s) of salary increase 6.00% 6.00% 6.00%
Rate of return on plan assets 7.60% 7.10% 7.80%
Leave Encashment
Valuation
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Discount rate 7.60% 7.10% 7.80%
Expected rate(s) of salary increase 6.00% 6.00% 6.00%
The following table sets out the status of the amounts recognised in the balance sheet and movements in the net defined benefit
obligation as at March 31, 2018
(` in Million)
March 31, 2018 March 31, 2017
Leave Leave
Gratuity Gratuity
Encashment Encashment
(Funded) (Funded)
(Unfunded) (Unfunded)
Changes in the present value of obligation
1. Present value of obligation (Opening) 11.94 16.86 9.19 8.36
2. Interest cost 0.82 1.11 0.61 0.58
3. Past service cost adjustments/Prior year Charges 0.45 - - -
4. Current service cost 4.99 5.09 3.01 7.75
5. Curtailment Cost / (Gain) - - - -
6. Settlement Cost / (Gain) - - - -
7. Benefits paid (1.09) (3.60) (1.98) (1.56)
8. Actuarial (Gain) / Loss arising from change in financial (0.66) (0.47) 0.65 0.67
assumptions
9. Actuarial (Gain) / Loss arising from change in demographic - - - -
assumptions
(` in Million)
March 31, 2018 March 31, 2017
Leave Leave
Gratuity Gratuity
Encashment Encashment
(Funded) (Funded)
(Unfunded) (Unfunded)
10. Actuarial (Gain) / Loss arising from change on account of (0.70) (3.04) 0.46 1.06
experience changes
11. Present value of obligation (Closing) 15.75 15.95 11.94 16.86
Changes in the fair value of plan assets
1. Present value of plan assets (Opening) 6.16 - 7.16 -
2 Past contribution / Adjustment to Opening Fund - - (0.48) -
3. Expected return on plan assets 0.59 - 0.63 -
4. Interest Income - - - -
5. Actuarial Gain / (Loss) (0.68) - (0.16) -
6. Employers Contributions 6.96 - 0.31 -
7. Employees Contributions - - - -
8. Benefits paid (1.09) - (1.00) -
9. Expense deducted from the fund - - (0.31) -
10. Fair Value of Plan Assets (Closing) 11.94 - 6.15 -
Percentage of each category of plan assets to total fair value
of plan assets at the year end
1. Bank Deposits - - - -
2. Debt Instruments - - - -
3. Administered by Life Insurance Corporation of India 100% - 100% -
4. Others - - - -
Reconciliation of Present Value of Defined Benefit Obligation and the Fair value of Assets
(` in Million)
March 31, 2018 March 31, 2017
Leave Leave
Gratuity Gratuity
Encashment Encashment
Present Value of funded obligation at the end of the year 15.75 - 11.94 -
Fair Value of Plan Assets as at the end of the period 11.94 - 6.15 -
Amount not recognised due to asset limit - - - -
Deficit of funded plan 3.81 - 5.79 -
Deficit of unfunded plan - 15.95 - 16.86
- Current 3.65 2.40 4.99 2.48
- Non current 0.16 13.55 0.80 14.38
Amount recognized in statement of profit and loss in respect of defined benefit plan are as follows:
(` in Million)
March 31, 2018 March 31, 2017
Leave Leave
Gratuity Gratuity
Encashment Encashment
Current Service Cost 4.99 5.09 3.01 7.75
Past Service Cost 0.45 - - -
Adjustment to opening fund - - - -
Net interest Cost 0.23 1.11 (0.02) 0.58
Adjustment to Opening Fund - - 0.33 -
Net value of remeasurements on the obligation and plan assets - (3.51) - 2.00
(Gains)/Loss on Settlement - - - -
Total Expenses recognized in the Statement of Profit and Loss # 5.67 2.69 3.32 10.33
Amount recognized in Other Comprehensive Income (OCI) in respect of defined benefit plan are as follows:
(` in Million)
March 31, 2018 March 31, 2017
Leave Leave
Gratuity Gratuity
Encashment Encashment
Re-measurements during the year due to
Changes in financial assumptions (0.66) (0.47) 0.65 0.67
Changes in demographic assumptions - - - -
Experience adjustments (0.70) (3.04) 0.46 (1.33)
Return on plan assets excluding amounts included in interest income 0.68 - (0.47) -
Amount recognised in OCI during the year (0.68) (3.51) 0.64 2.00
Gratuity
Impact on defined benefit obligation
Change in Assumption Increase in Assumptions Decrease in Assumptions
March 31, March 31, March 31, March 31, March 31, March 31,
2018 2017 2018 2017 2018 2017
Discount rate 0.50% 0.50% Decrease by 4.20% 4.24% Increase by 3.92% 3.96%
Salary growth rate 0.50% 0.50% Increase by 4.03% 4.11% Decrease by 3.72% 3.88%
Leave Encashment
Impact on defined benefit obligation
Change in Assumption Increase in Assumptions Decrease in Assumptions
March 31, March 31, March 31, March 31, March 31, March 31,
2018 2017 2018 2017 2018 2017
Discount rate 0.50% 0.50% Decrease by 2.94% 3.03% Increase by 2.78% 2.86%
Salary growth rate 0.50% 0.50% Increase by 2.97% 3.05% Decrease by 3.00% 2.90%
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice,
this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined
benefit obligation to significant actuarial assumptions the same method (present value of the defined obligation calculated with
the projected unit credit method at the end of reporting period) has been applied as when calculating the defined benefit liability
recognised in the consolidated balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did
not change compared to the prior year.
Asset volatility
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this
will create a deficit.
The gratuity fund is administered through Life Insurance Corporation of India (insurer) under its group gratuity scheme. Accordingly
almost the entire plan asset investment is maintained by the insurer. These are subject to interest rate risk which is managed by the
insurer.
Expected contribution to the post -employment benefit plan (Gratuity) for the year ending March 31, 2019 is ` 3.65 Million.
The weighted average duration of the defined benefit obligation is 10.85 years (2016 – 10.6 years, 2015- 10.53 years).
The expected maturity analysis of undiscounted post -employment benefit plan (gratuity) is as follows:
(a) Gratuity
(` in Million)
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Cash Flow (`) (%) Cash Flow (`) (%) Cash Flow (`) (%)
1st following year 0.92 2.7% 0.79 3.3% 0.88 5.5%
2nd following year 1.16 3.4% 0.83 3.4% 0.62 3.8%
3rd following year 1.28 3.8% 1.09 4.5% 0.88 5.5%
4th following year 1.55 4.6% 1.08 4.5% 0.80 4.9%
5th following year 1.80 5.4% 1.27 5.2% 0.73 4.5%
Sum of year 6 to 10th 8.81 26.2% 5.58 23.0% 3.66 22.6%
Sr.
Description of Relationship Names of Related Parties
No.
Enterprise over which KMP / Relatives of KMP exercise 6 Uranus Medical Devices Limited
significant influence through controlling interest (Other 7 Shalby Orthopedic Hospital and Research Center
Related Party)
8 Friends of Shalby Foundation
9 Slaney Healthcare Private Limited
(` in Million)
Short-term employee benefits 8.96
Termination benefits 1.56
Total Compensation 10.52
(c) Details of transactions with related parties for the year ended March 31, 2018 in the ordinary course of business:
(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Relatives
significant
influence
1 Professional Fees
Dr. Vikram I. Shah - 45.23 - 45.23
Dr. Darshini V. Shah - 22.37 - 22.37
2 Rent Expenses
Dr. Vikram I. Shah - 8.41 - 8.41
Shalby Orthopedic Hospital and Research Center - - 0.62 0.62
3 Rent Income
Slaney Healthcare Private Limited - - 0.16 0.16
4 Salary
Ravi Bhandari - 8.96 - 8.96
Mr. Shanay V. Shah - 4.97 - 4.97
5 Commission Expense
Zodiac Mediquip Limited 0.15 - - 0.15
6 Guest House Expenses
Zodiac Mediquip Limited 1.69 - - 1.69
7 Purchase return of medicines, materials and consumables
Slaney Healthcare Private Limited - - 0.35 0.35
(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Relatives
significant
influence
8 Reimbursement of IPO related expenses
Dr. Vikram I. Shah - 12.68 - 12.68
9 Unsecured loan repaid
Zodiac Mediquip Limited 30.95 - - 30.95
21 Interest Expenses
Zodiac Mediquip Limited 2.22 - - 2.22
(` in Million)
Enterprise over
which KMP and
Sr. Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Company Relatives
significant
influence
1 Trade Payable
Dr. Vikram I. Shah - 5.55 - 5.55
Dr. Darshini V. Shah - 5.69 - 5.69
Uranus Medical Devices Limited - - 0.40 0.40
Friends of Shalby Foundation - - 0.01 0.01
2 Rent Payable
Dr. Vikram I. Shah - 0.73 - 0.73
Zodiac Mediquip Limited 0.15 - - 0.15
Shalby Orthopedic Hospital and Research Center - - 0.53 0.53
3 Other Receivables
Slaney Healthcare Private Limited - - 0.08 0.08
4 Other Payable
Slaney Healthcare Private Limited - - 0.40 0.40
2. Related Party Disclosures for the year ended March 31, 2017
(a) Details of Related Parties
Sr.
Description of Relationship Names of Related Parties
No.
Promoter Company 1 Zodiac Mediquip Limited
Key Management Personnel (KMP) 2 Dr. Vikram I. Shah
3 Mr. Ravi Bhandari
Relatives of KMP 4 Dr. Darshini V. Shah
5 Mr. Shanay V. Shah
Enterprise over which KMP / Relatives of KMP exercise 6 Uranus Medical Devices Limited
significant influence through controlling interest (Other 7 Shalby Orthopedic Hospital and Research Center
Related Party)
8 Friends of Shalby Foundation
9 Slaney Healthcare Private Limited
(c) Details of transactions with related parties for the year ended March 31, 2017 in the ordinary course of business:
(` in Million)
Enterprise over
which KMP and
Sr. Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Company Relatives
significant
influence
1 Professional Fees
Dr. Vikram I. Shah - 44.73 - 44.73
Dr. Darshini V. Shah - 26.78 - 26.78
2 Unsecured Loan taken
Zodiac Mediquip Limited 2.55 - - 2.55
3 Advance towards reimbursement of expenditure
Slaney Healthcare Private Limited - - 0.09 0.09
4 Purchase of medicines, materials and consumables
Slaney Healthcare Private Limited - - 0.63 0.63
Uranus Medical Devices Limited - - 0.33 0.33
(` in Million)
Enterprise over
which KMP and
Sr. Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Company Relatives
significant
influence
5 Rent Expenses
Dr. Vikram I. Shah - 6.90 - 6.90
Shalby Orthopedic Hospital and Research Center - - 0.76 0.76
6 Rent Income
Slaney Healthcare Private Limited - - 0.06 0.06
7 Salary
Ravi Bhandari - 7.92 - 7.92
Mr. Shanay V. Shah - 3.90 - 3.90
8 Commission Expense
Zodiac Mediquip Limited 0.13 - - 0.13
9 Guest House Expenses
Zodiac Mediquip Limited 1.75 - - 1.75
10 Interest Expenses
Zodiac Mediquip Limited 1.09 - - 1.09
(` in Million)
Enterprise over
which KMP and
Sr. Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Company Relatives
significant
influence
5 Short term borrowing
Zodiac Mediquip Limited 30.95 - - 30.95
6 Interest Payable
Zodiac Mediquip Limited 5.13 - - 5.13
All the assets and liabilities as at September 7, 2015 of the Hospital division of Kamesh Bhargava Hospital and Research Centre Private
Limited have been transferred to the Parent Company at fair value which is summarized below:
(` in Million)
Particulars
Assets
Non-current assets
Property, plant and equipment 369.72
Other Financial Assets (Non-current) 1.23
Current Assets
Inventories 0.55
Financial assets (Current)
Cash and Cash equivalents 1.15
Other financial assets 2.52
Other current assets 0.36
Total (A): 375.53
Equity and liabilities
Non-current liabilities
Provisions 1.17
Current liabilities
Borrowings 79.22
Other financial liabilities (Current) 5.74
Total (B): 86.13
Net identifiable assets acquired (A-B) 289.40
Consequent to this, financial information in the Consolidated financial statements are restated to account for the Scheme of arrangement
as per the requirement of Appendix C of Ind AS - 103 “Business Combination”.
(` in Million)
Calculation of goodwill
Fair value of net assets acquired 289.40
Less: Purchase consideration 371.37
Goodwill 81.97
(` in Million)
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
Cash and cash equivalents 116.69 116.97 89.15
Net loans & borrowings 1 015.78 3 162.15 2 131.40
As a percentage of total capital 11.77% 55.71% 49.06%
Total capital (loans and borrowings and equity) 8630.21 5676.20 4344.41
Notes:
Level 1 hierarchy includes financial instruments measured using quoted prices (unadjusted) in active market for identical assets that
the entity can access at the measurement date. This represents mutual funds that have price quoted by the respective mutual fund
houses and are valued using the closing Net asset value (NAV).
Level 2 hierarchy includes the fair value of financial instruments measured using quoted prices for identical or similar assets in
markets that are not active.
Level 3 if one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is
the case for unlisted compound instruments.
There are no transfers between any of these levels during the year. The Company’s policy is to recognize transfers into and transfers
out of fair value hierarchy levels as at the end of the reporting period.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
The Company’s risk management policies are established to identify and analyses the risks faced by the Company, to set appropriate
risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to
reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and
procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and
obligations.
The audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures,
and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is
assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and
procedures, the results of which are reported to the audit committee.
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk.
For trade receivables, provision is provided by the group as per the below mentioned policy:
(` in Million)
Carrying
Gross carrying Expected credit Expected credit
Particulars amount of trade
amount (`) losses rate (%) losses (`)
receivable (`)
Considered Good
0 - 6 months 433.77 - - 433.77
6 months - 1 year 83.04 - - 83.04
More than 1 year 87.30 3% 2.62 84.68
Total 604.11 2.62 601.49
Considered Doubtful 21.26 100% 21.26 -
Total 625.37 23.88 601.49
The Group’s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds and other
committed credit lines. Management monitors rolling forecasts of the group’s liquidity position (comprising the undrawn borrowing
facilities below) and cash and cash equivalents on the basis of expected cash flows.
Financing arrangements
The working capital position of the Group is given below:
(` in Million)
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Cash and cash equivalents 116.69 116.97 89.15
Liquidity Table
The Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods is given below.
The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the
Group can be required to pay. The tables include both interest and principal cash flows. The contractual maturity is based on the
earliest date on which the Group may be required to pay.
Sensitivity Analysis
Any change with respect to strengthening (weakening) of the Indian Rupee against various currencies as at March 31, 2018
and March 31, 2017 would have affected the measurement of financial instruments denominated in respective currencies
and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular
interest rates.
(` in Million)
Profit or Loss Profit or Loss
Particulars March 31, 2018 March 31, 2017
Strengthening Weakening Strengthening Weakening
USD (Increase/decrease by 1%, March 31, 1.22 (1.22) 20.86 (20.86)
2017-3.5%)
Euro (Increase/decrease by 5%, March 31, 3.12 (3.12) 2.33 (2.33)
2017-3.5%)
Total 4.34 (4.34) 23.19 (23.19)
Most of the Group’s borrowings are on a floating rate of interest. The Group has exposure to interest rate risk, arising principally
on changes in Marginal Cost of Funds based Lending Rate (MCLR). The Group uses a mix of interest rate sensitive financial
instruments to manage the liquidity and fund requirements for its day to day operations like short term credit lines besides
internal accruals.
The exposures of the Group’s financial assets / liabilities at the end of the reporting period are as follows:
(` in Million)
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
Fixed rate borrowings 4.32 38.22 31.91
Floating rate borrowings 969.12 2539.23 1857.45
973.44 2577.45 1889.36
Profit for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit
or loss.
(` In Million)
Amount as per Effects of Amount
Particulars Notes
IGAAP* transition to Ind AS as per Ind AS
Current assets
Inventories 74.89 - 74.89
Financial assets
Trade receivables 2 314.01 (21.24) 292.77
Cash and cash equivalents 89.15 - 89.15
Other Bank Balances 71.76 - 71.76
Loans 33.44 - 33.44
Other Financial Assets 7.26 - 7.26
Current tax assets (Net) 97.75 - 97.75
Other Current Assets 2 50.61 (2.17) 48.44
Assets classified as held for sale - - -
738.87 (23.41) 715.46
TOTAL ASSETS 5 043.50 154.89 5 198.39
EQUITY AND LIABILITIES
Equity
Equity Share capital 3 878.88 (5.33) 873.55
Other Equity 2&4 1 197.66 141.80 1 339.46
2 076.54 136.47 2 213.01
Non-Controlling Interest 0.36 3.33 3.69
2 076.90 139.80 2 216.70
Liabilities
Non-current Liabilities
Financial Liabilities
Borrowings 3 2 010.72 12.63 2 023.35
Other Financial Liabilities 29.46 - 29.46
Provisions 8.96 - 8.96
Deferred tax liabilities (Net) 1.67 - 1.67
Other Non-current Liabilities - - -
2 050.81 12.63 2 063.44
Current liabilities
Financial Liabilities
Borrowings 93.18 - 93.18
Trade payables 2 466.16 2.46 468.62
Other Financial Liabilities 320.21 - 320.21
Provisions 1.74 - 1.74
Current tax liabilities(Net) 3.71 - 3.71
Other Current Liabilities 30.79 - 30.79
(` In Million)
Amount as per Effects of Amount
Particulars Notes
IGAAP* transition to Ind AS as per Ind AS
Liabilities associated with assets classified as held - - -
for sale
915.79 2.46 918.25
TOTAL EQUITY AND LIABILITIES 5 043.50 154.89 5 198.39
* The previous GAAP figures have been reclassifed / reworked to conform to Ind AS presentation requirements for the purposes of this
note.
1 Deferred tax liability has been restated to the extent of ` 11.70 Million and MAT credit amounting to ` 190 Million is recognised.
(Refer Note 54)
2 Prior period adjustments have been given effect.
3 Reference is invited to note 21.4 to the Consolidated financial statements.
4 Translation reserve generated on conversion of financial statements of Oversea subsidiary from foreign currency to INR.
Note 48.3 Reconciliation of equity as on March 31, 2017
(` In Million)
Amount as per Effects of Amount
Particulars Notes
IGAAP* transition to Ind AS as per Ind AS
ASSETS
Non-current assets
Property, Plant and Equipments 1&2 3 200.50 8.35 3 208.85
Capital Work-in progress 1 2 214.41 (7.38) 2 207.03
Goodwill 5 19.58 - 19.58
Other Intangible assets 1.66 - 1.66
Intangible asset under development 2.27 - 2.27
Financial Assets
Investments 1.10 - 1.10
Other Financial Assets 19.17 - 19.17
Deferred tax asset (Net) 3 243.32 (171.62) 71.70
Other Non-current assets 363.69 - 363.69
6 065.70 (170.65) 5 895.05
Current assets
Inventories 76.47 - 76.47
Financial assets
Trade receivables 4 378.44 (42.13) 336.31
Cash and cash equivalents 116.97 - 116.97
Other Bank Balances 41.53 - 41.53
Loans 56.15 - 56.15
Other Financial Assets 4 138.34 (7.90) 130.44
Current tax assets (Net) 84.50 - 84.50
Other Current Assets 47.69 - 47.69
Assets classified as held for sale - - -
940.09 (50.03) 890.06
TOTAL ASSETS 7 005.79 (220.68) 6 785.11
(` In Million)
Amount as per Effects of Amount
Particulars Notes
IGAAP* transition to Ind AS as per Ind AS
EQUITY AND LIABILITIES
Equity
Equity Share capital 874.09 - 874.09
Other Equity 2 to 4,5 1 856.96 (217.00) 1 639.96
2 731.05 (217.00) 2 514.05
Non-Controlling Interest 5 0.58 (6.80) (6.22)
2 731.63 (223.80) 2 507.83
Liabilities
Non-current Liabilities
Financial Liabilities
Borrowings 2 854.04 - 2 854.04
Other Financial Liabilities 22.47 - 22.47
Provisions 15.18 - 15.18
Deferred tax liabilities (Net) 0.01 - 0.01
Other Non-current Liabilities 88.78 - 88.78
2 980.48 - 2 980.48
Current liabilities
Financial Liabilities
Borrowings 260.67 - 260.67
Trade payables 4 389.19 3.12 392.31
Other Financial Liabilities 588.56 - 588.56
Provisions 7.51 - 7.51
Current tax liabilities(Net) 3.71 - 3.71
Other Current Liabilities 44.04 - 44.04
Liabilities associated with assets classified as held - - -
for sale
1 293.68 3.12 1 296.80
TOTAL EQUITY AND LIABILITIES 7 005.79 (220.68) 6 785.11
* The previous GAAP figures have been reclassifed / reworked to conform to Ind AS presentation requirements for the purposes of this
note.
1 Reference is invited to note 5.3 to the Consolidated financial statements. Leasehold land with lease term of 99 years or more and
renewable with mutual consent are considered as finance leases with perpetual lease term and the same are not amortized with
effect from April 1, 2016. Accordingly, for the amortization provided on such leasehold land during the year amounting to ` 7.38
Million have been given effect in the value of Property, Plant and Equipment and corresponding effect has been given in Capital
work in progress.
2 Prior period depreciation income (Net) amounting to ` 0.97 Million have been credited to Statement profit and loss account against
depreciation expense and corresponding effects has been given in Property, Plant and Equipment.
3 Deferred tax liability has been restated to the extent of ` 171.62 Million. (Refer Note 54)
4 Prior period adjustments have been given effect.
5 Reclassification of Debit Balance of Non-controlling Interest duly absorbed by Parent Company.
Note 48.4 Reconciliation of total comprehensive income for the year March 31, 2017
(` In Million)
Amount as per Effects of Amount
Particulars Notes
IGAAP* transition to Ind AS as per Ind AS
INCOME
Revenue From Operations 1 3 258.55 (20.89) 3 237.66
Other Income 1&4 69.77 (2.32) 67.45
TOTAL INCOME 3 328.32 (23.21) 3 305.11
EXPENSES
Operative Expenses 1 1 514.67 (0.13) 1 514.54
Purchase of Traded Goods 366.96 - 366.96
Changes in Inventories (4.67) - (4.67)
Employee Benefits Expenses 2 392.56 (3.58) 388.98
Finance Cost 1 97.94 8.08 106.02
Depreciation and Amortization 1 167.99 (0.97) 167.02
Other Expenses 1 262.04 (0.75) 261.29
TOTAL EXPENSES 2 797.49 2.65 2 800.14
Profit before exceptional items and tax 530.83 (25.86) 504.97
Exceptional Items - - -
Profit Before Tax 530.83 (25.86) 504.97
TAX EXPENSE
Current tax 119.22 - 119.22
Deferred tax 3 (252.43) 351.16 98.73
TOTAL TAX EXPENSE (133.21) 351.16 217.95
Profit for the year from continuing operations 664.04 (377.02) 287.02
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement of the defined benefit plans 2 - (3.58) (3.58)
Tax relating to remeasurement of the defined 3 - 1.24 1.24
benefit plans
Items that will be reclassified to profit or loss
Loss arising from translating the financial - (0.06) (0.06)
statement of foreign operation
Tax relating to Loss arising from translating the - - -
financial statement of foreign operation
- (2.40) (2.40)
Total comprehensive income for the year, net of tax 664.04 (379.42) 284.62
* The previous GAAP figures have been reclassifed / reworked to conform to Ind AS presentation requirements for the purposes of this
note.
1 Prior period adjustments have been given effect.
2 Being actuarial gains / (losses) have been reclassified to other comprehensive income.
3 Deferred tax liability has been restated to the extent of ` 159.93 million, MAT credit had been carried to earlier years amounting to
` 190 million Further deferred tax liability is created on reclassification of actuarial gains and losses amounting to ` 1.24 million
(Refer Note 54)
4 Translation reserve generated on conversion of financial statements of Oversea subsidiary from foreign currency to INR.
Note 49:
(a) Due to Micro, Small and Medium Enterprise
(` in Million)
Sr.
Particulars March 31, 2018 March 31, 2017
No.
1 Principal amount and interest due thereon remaining unpaid to any supplier NIL NIL
as at the end of each accounting year.
2 The amount of interest paid by the buyer in terms of section 16, of the NIL NIL
Micro Small and Medium Enterprise Development Act, 2006 along with the
amounts of the payment made to the supplier beyond the appointed day
during each accounting year.
3 The amount of interest due and payable for the period of delay in making NIL NIL
payment (which have been paid but beyond the appointed day during
the year) but without adding the interest specified under Micro Small and
Medium Enterprise Development Act, 2006.
4 The amount of interest accrued and remaining unpaid at the end of each NIL NIL
accounting year; and
5 The amount of further interest remaining due and payable even in the NIL NIL
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under section 23 of the MSMED Act 2006.
The Parent company has initiated the process of obtaining confirmation from suppliers who have registered themselves under
the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006). The above mentioned information has been
compiled to the extent of responses received by the company from its suppliers with regard to their registration under Micro, Small
and Medium Enterprises Development Act, 2006 (MSMED Act, 2006).
(b) T he Parent company has circulated letters of Balance Confirmation to Sundry Debtors, Sundry Creditors and the parties to whom
loans and advances have been granted. Confirmations were received in some cases.
The net proceeds of ` 4,564.28 (net off issue related expenses) have been utilized in the following manner:
(` in Million)
Funds raised Utilized up to Unutilized
Particulars
from IPO March 31, 2018 as at March 31, 2018
Repayment of prepayment in full or in part of certain loans 3,000.00 3,000.00 -
availed by the Company
Purchase of Medical equipments for existing, recently set up and 635.80 147.22 488.58
upcoming hospitals
Purchase of interior, furniture and allied infrastructure for 111.84 - 111.84
upcoming hospitals
General Corporate purposes 816.64 426.69 389.95
Net Proceeds of the Issue 4,564.28 3,573.91 990.37*
Issue Expenses
(net off recovery from promoters) 235.72 232.53 3.19
Gross Proceeds 4,800.00 3,806.44 993.56
*Unutilized amount of net issue proceeds of `990.37 million have been invested as Bank Fixed Deposit.
The Parent Company during the financial year 2017-18, has made an Initial Public Offer (IPO) of ` 5,048 Million, comprising of fresh issue of
` 4,800 Million and offer for sale of ` 248 Mn. by one of the promoters. The Company has incurred ` 244.44 Million. (net of recovery from
promoters) towards the offer related expenses as tabulated below. These expenses have been incurred in connection with raising of fresh
equity capital and the same has been appropriated out of “Securities Premium Account”. However, for Income Tax purpose the same will
be claimed in five equal installments under section 35D of Income Tax Act, 1961.
(` in Million)
Sr.
Particulars
No.
1 Payment to BRLMs (including brokerage, selling commission, and Bidding fees) 111.56
2 Brokerage and selling commission, processing / uploading charges to Syndicate Members, RTAs and CDPs; 17.28
Processing / uploading charges for Registered Brokers; Commission and processing fees for SCSBs(2)(4)
3 Fees to the Registrar to the Offer 0.23
4 SEBI, BSE, and NSE processing fees, other regulatory expenses and listing fees 20.82
5 Printing and stationery expenses 6.04
6 Advertising, Publicity and Miscellaneous expenses 89.27
Total Expense 245.20
The foreign currency exposure not hedged as at March 31, 2018 are as under:
(` in Million)
Payable (In Foreign Receivable (In Foreign Receivable (In Indian
Payable (In Indian Rupee)
Currency) Currency) Rupee)
Currency
As at March As at March As at March As at March As at March As at March As at March As at March
31, 2018 31, 2017 31, 2018 31, 2017 31, 2018 31, 2017 31, 2018 31, 2017
USD 2.01 9.23 0.12 0.04 130.26 598.56 8.35 2.70
EUR 0.77 0.96 - 62.36 66.52 - -
Note 54: MAT Credit Entitlement and Deferred Tax assets / Liabilities
During the financial year ending on March 31, 2017, the Parent Company recognized MAT credit entitlement aggregate amounting to
` 300.03 million in respect of financial year 2016-17 and also in respect of earlier consolidated financial years. The Parent Company while
compiling the consolidated financial statements for the year under review in accordance with the provisions of Ind AS has restated the
amounts of MAT credit entitlement under the respective financial years in order to normalize the tax impact.
Similarly, the Parent Company has also restated the amounts of Deferred Tax recognized during the financial year under review, under
respective financial years in order to normalize the tax impact.
(b) Consolidated Balance Sheet, Consolidated Statement of Profit and Loss, Consolidated cash flow statement and change in equity read
together with Notes to the accounts thereon, are drawn up so as to disclose the information required under the Companies Act, 2013
as well as give a true and fair view of the statement of affairs of the Group as at the end of the year and financial performance of the
Group for the year under review.
232
for the year ended March 31, 2018
Note 56: Additional Information as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary.
Net Assets i.e. Total Assets
Statement in Profit and Loss Other Comprehensive Income Total Comprehensive Income
minus Total Liabilities
Name of Entities As a % of As a % of As a % of As a % of
Amount Amount Amount Amount
consolidation consolidation consolidation consolidation
(` in million) (` in million) (` in million) (` in million)
net assets net assets net assets net assets
Parent
Shalby Limited 101.81 7 752.46 103.03 440.12 97.51 2.74 103.00 442.86
Subsidiary
Indian
Vrundavan Shalby Hospitals Limited (0.36) (27.24) (2.84) (12.13) - - (2.82) (12.13)
Yogeshwar Healthcare Limited 0.14 10.98 0.03 0.11 - - 0.03 0.11
Shalby International Limited 0.00 0.16 (0.01) (0.04) - - (0.01) (0.04)
Note 57: Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013,
read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary
companies/Entity
(` In Million)
Vrundavan
Griffin Shalby Shalby Yogeshwar
Shalby
Name of Subsidiary Mediquip International Kenya Healthcare
Hospitals
LLP Limited Limited Limited
Limited
Country India India India Kenya India
Reporting Currency INR INR INR KSH INR
Exchange Rate 1.00 1.00 1.00 0.65 1.00
Share capital /Partner capital 8.81 18.00 0.50 0.06 7.35
Reserves and Surplus 5.76 (45.24) (0.34) (1.54) 3.62
Total Assets 68.69 98.75 0.02 3.68 9.08
Total Liabilities 54.12 71.51 0.18 2.20 20.05
Turnover/Total Income 355.89 7.87 - 0.74 0.54
Profit / (Loss) Before Tax 8.26 (12.11) (0.04) (1.32) (1.29)
Tax Expense / (Credit) 2.50 0.02 - (0.39) (1.40)
Profit / (Loss) after tax 5.76 (12.13) (0.04) (0.93) 0.11
Proposed dividend and tax thereon - - - - -
Investments (except in case of investment in the - - - - -
subsidiaries)
% of shareholding 95.00 100.00 100.00 100.00 94.68
Note 58: The figures for the previous year have been regrouped / reclassified, wherever necessary, to make them comparable with the
figures for the current year. Figures are rounded off to nearest million.
Notice
Notice is hereby given that the 14th Annual General Meeting Registration No. 101895W), to hold the office for a term of
(‘AGM’) of the Members of Shalby Limited will be held on five years from the conclusion of this 14th Annual General
Monday, September 17, 2018 at 9:30 a.m. at H. T. Parekh Hall, The Meeting of the Company until the conclusion of 19th Annual
Ahmedabad Management Association, ATIRA Campus, Dr. Vikram General Meeting for the audit of the financial statement(s) of
Sarabhai Marg, University Area, Ahmedabad 380015, to transact the Company and that the Board of Directors of the Company
the following business: be and is hereby authorized to fix their remuneration based
on the recommendation of Audit committee including
ORDINARY BUSINESS reimbursement of actual out of pocket expenses.”
1. Adoption of Financial Statements
SPECIAL BUSINESS
To receive, consider and adopt
4. Appointment of Mr. Ashok Bhatia as Non Executive non
(a) the Audited Standalone Financial Statements of the
Independent Director of the Company
Company for the Financial Year ended March 31, 2018,
together with the Reports of the Board of Directors and To consider and if thought fit, to pass with or without
the Auditors thereon; and modification(s), the following resolution(s) as an Ordinary
Resolution.
(b) the Audited Consolidated Financial Statements of the
Company for the Financial Year ended March 31, 2018, “RESOLVED THAT pursuant to the provisions of Sections
together with the Report of the Auditors thereon. 152, 161 and all other applicable provisions, if any, of the
Companies Act, 2013 read with the Companies (Appointment
2. Appointment of Mr. Shyamal Joshi, a Director retire by and Qualification of Directors) Rules, 2014, (including any
rotation statutory modification(s) or re-enactment(s) thereof, for the
To appoint a Director in place of Mr. Shyamal Joshi (DIN: time being in force), Mr. Ashok Bhatia (DIN: 02090239), who
00005766), who retires by rotation and being eligible, offers was appointed by the Board of Directors as an Additional
himself for re-appointment. Director of the Company with effect from October 23, 2017
pursuant to Article 38 of the Articles of Association of the
3. Appointment of New Auditors and to authorize the Board Company and who holds the office upto the date of this
of Directors to fix their remuneration Annual General Meeting and being eligible, has offered
To consider and if thought fit, to pass with or without himself for appointment as Non-Executive Non-Independent
modification(s), the following resolution as an Ordinary Director and in respect of whom a notice in writing pursuant
Resolution. to Section 160 of the Companies Act, 2013 has been received
from a member proposing his candidature for the office
“RESOLVED THAT pursuant to the provisions of Sections of Director be and is hereby appointed as a Director in the
139, 141, 142 and other applicable provisions, if any, of the category of Non-Executive Non-Independent Director of the
Companies Act, 2013 (“Act”) and the Companies (Audit and Company whose terms of office is liable to retire by rotation.
Auditors) Rules, 2014, as may be applicable (including any
statutory modification, variation or re-enactment thereof ), RESOLVED FURTHER THAT the Board of Directors and the
approval of members of the Company be and is hereby Company Secretary of the Company be and are hereby
accorded to the appointment of M/s. T R Chadha & Co. LLP, severally authorized to do all such acts, deeds, matters
Chartered Accountants (Firm Registration No. 006711N) as and things and take such steps which may be considered
the Statutory Auditors of the Company in place of retiring necessary, desirable or expedient in order to give effect to
auditors M/s. G K Choksi & Co., Chartered Accountants (Firm the above resolution.”
8. Members desirous in seeking any information with regard This initiative would enable the members to receive
to accounts / financial statements are requested to send communication promptly besides paving way for reduction
their queries to the Company at its Registered Office address in paper consumption and wastage. You would appreciate
at least ten days before the meeting so as to enable the this initiative taken by the Ministry of Corporate Affairs (MCA)
management to keep the relevant information ready and and your Company’s desire to participate in the initiative. If
answer them in the meeting. there is any change in e-mail ID, shareholder can update his/
her e-mail ID in the same manner as mentioned above.
9. Members holding shares in physical mode
12. PROCEDURE OF VOTING AT AGM :
(a)
are required to submit their Permanent Account In addition to the remote e-voting facility as described
Number (PAN) and bank details to the Karvy, R & T Agent below, the Company shall arrange voting facility at the venue
of the Company, if not registered with the Company as of AGM through Ballot Paper and the members attending the
mandated by SEBI meeting, who have not already cast their votes by remote
e-voting, will be able to exercise their right at the meeting.
(b) are requested to register/update their email address with Members who have cast their votes by remote e-voting
the Karvy / Company for receiving all communication prior to the meeting may attend the meeting, but shall not
from the Company electronically. be entitled to cast their vote again. Members will need to
write on the ballot paper, inter alia, relevant Folio no., DP ID &
(c) are requested to dematerialize their shares in view of
Client ID and number of shares held etc.
discontinuation of transfer of shares in physical mode
with effect from December 5, 2018 as per amended 13. E-VOTING FACILITY :
Regulation 40 of SEBI (LODR) Regulations, 2015 a) In compliance with the provisions of Section 108 of
the Companies Act, 2013, read with Rule 20 of The
10. Members holding shares in electronic mode
Companies (Management and Administration) Rules,
(a) are requested to submit their PAN and bank account 2014, as amended, Regulation 44 of SEBI (Listing
details to their respective DPs with whom they are Obligations and Disclosure Requirements) Regulations,
maintaining their demat accounts, if not submitted to 2015 and Secretarial Standard on General Meetings
their DPs. (SS-2) issued by the ICSI, as amended, the Company is
pleased to provide to the Members facility of ‘remote
(b)
are advised to contact their respective DPs for e-voting’ (e-voting from a place other than venue of
registering the nomination. the AGM) to exercise their right to vote at the 14th
AGM and accordingly, business as mentioned in this
(c) are requested to register/update their email address Notice shall be transacted through e-voting. Necessary
with their respective DPs for receiving all communication arrangements have been made by the Company
from the Company electronically. with Karvy Computershare P. Ltd, our RTA to facilitate
14. PROCESS AND MANNER FOR REMOTE E-VOTING x. Corporate/Institutional Members (i.e. other than
A. Members whose email IDs are registered with the individuals, HUF, NRI, etc.) are required to send
Company/Karvy/DPs will receive an email from Karvy scanned copy (PDF/ JPG Format) of the relevant
informing them of their User-ID and Password. Once board resolution / authority letter etc. together
the Member receives the email, he or she will need to with attested specimen signature of the duly
go through the following steps to complete the remote authorised signatory(ies) who are authorised
e-voting process: to vote, to the scrutinizer through email at
helishah286@gmail.com. They may also upload
i.
Use this URL https://evoting.karvy.com for the same in the e-voting module in their login. The
e-voting: scanned image of the above documents should be
in the naming format “Shalby Limited_EVENT No.”
ii. Enter the login credentials (user id and password)
which will be sent separately. However, if you are xi. Remote e-voting facility where members can cast
already registered with Karvy for e-voting, you can their vote online shall be open from September
use your existing user id and password for casting 14, 2018 (9.00 a.m.) till September 16,2018
your votes. (5.00 p.m.)
iii. After entering the details appropriately, click on xii. In case of any queries, you may refer the Frequently
LOGIN. Asked Questions (FAQs) section for shareholders
and e-voting User Manual available at the
iv. You will reach the password change menu, wherein
“Downloads” section of https://evoting.karvy.com
you are required to mandatorily change your
or contact Karvy on 1800 345 4001 (toll free).
password. The new password shall comprise of
minimum 8 characters with at least one upper case B. In case, a member receives physical copy of the Notice of
(A-Z), one lower case (a-z), one numeric value (0-9) AGM [for members whose email IDs are not registered]:
and a special character (@,#,$,etc.). It is strongly
a) User ID and initial password is provided alongwith
recommended not to share your password with
annual report :
any other person and take utmost care to keep
your password confidential. b) Please follow all steps from Sl. No. (i) to Sl. No. (xii)
above to cast vote.
v. You need to login again with the new credentials.
vi. On successful login, the system will prompt you to C. Any person who becomes a member of the Company
select the remote e-voting for Shalby Limited. after dispatch of the Notice of the Meeting and holding
shares as on the cut-off date i.e. September 10, 2018,
vii. On the voting page, the number of shares (which may obtain the User ID and password in the manner as
represents the number of votes) as held by the mentioned below:
member as on the cut-off date will appear. If you
desire to cast all the votes assenting/dissenting i. If e-mail address or mobile number of the member
to the resolution, then enter all shares and click is registered against Folio No. / DP ID Client ID,
v.
A person, whose name is recorded in the register M/s. G K Choksi & Co., Chartered Accountants were appointed
of members or in the register of beneficial owners as the Statutory Auditors of the Company at the Annual General
maintained by the depositories as on the cut-off date Meeting (“AGM) of the Company held on September 30, 2008 and
i.e. September 10, 2018, only shall be entitled to avail in compliance with the aforesaid requirement of the Act, M/s. G
the facility of remote e-voting as well as voting at the K Choksi & Co., existing auditors of the Company will retire at the
AGM through ballot paper.
forthcoming AGM.
Please note -
Based on the recommendation of Audit and Risk Management
• eep your most updated email id registered with the
K Committee, the Board of Directors of the Company has considered
Company / your DP, to receive timely communications. and recommended to appoint M/s. T R Chadha & Co. LLP, Chartered
• otify change of address, or particulars of your
N Accountants (Firm Registration No. 006711N) as a Statutory
bank account details, to the respective Depository Auditors of the Company for a period of five years, commencing
Participant in case of shares held in demat mode / to from conclusion of 14th AGM till the conclusion of 19th AGM of the
the Karvy R &T Agent of the Company in case of shares Company, in place of retiring auditor M/s. G K Choksi & Co.
held in physical mode.
Brief profile of M/s. T R Chadha & Co. LLP
15. The Scrutinizer after conclusion of voting at the AGM, first M/s. T R Chadha & Co. LLP, Chartered Accountants, was established
count the votes cast at the meeting and unblock the votes in the year 1946 by Late Mr. T R Chadha and is having currently 9
cast through remote e-voting in presence of at least two branches across pan India supported by 17 experienced partners,
witnesses not in the employment of the company and shall
who have experience of statutory audit, tax audit and internal
make not later than three days of the conclusion of the AGM
audit assignments of various entities. They have experience in the
a Consolidated Scrutinizer’s Report of the total votes cast
in favour or against or invalid votes, if any, forthwith to the Ind AS requirements and implementation. M/s. T R Chadha & Co.
Chairman of the Company or any other director or person LLP holds Peer Review Certificate issued by the Peer Review Board
authorized, who shall countersign the same and declare the of the Institute of Chartered Accountants of India.
result of the voting forthwith.
M/s. T R Chadha & Co. LLP, Chartered Accountants, have consented
16. The results so declared along with Scrutinizer’s Report shall to the said appointment and confirmed that their appointment, if
be placed on the Company’s website www.shalby.org and made, would be within the limits specified under Section 141(3)
on the website of Karvy and shall also be disseminated (g) of the Act. They have further confirmed that they are not
on the website of Stock Exchanges, where the Company’s disqualified to be appointed as independent auditors in terms of
shares are listed. the provisions of the Section 139 and Section 141 of the Act read
240
14th Annual General Meeting
Name of Director Mr. Shyamal Joshi [DIN: 00005766] Mr. Ashok Bhatia [DIN: 02090239] Mrs. Sujana Shah [DIN: 08100410]
Age in completed years (as on March 68 64 40
31, 2018)
Date of first appointment on the June 1, 2010 October 23, 2017 May 7, 2018
Board
Qualification / Brief Resume / Mr. Shyamal Joshi holds a bachelors’ degree in Mr. Ashok Bhatia holds a bachelors’ degree in Mrs. Sujana Shah is a commerce graduate from
Expertise in specific functional area commerce from Gujarat University. He is also a science from Punjab University, and a masters’ Gujarat University and member of Institute of
/ experience member of the Institute of Chartered Accountants degree in business administration, with a Chartered Accounts of India. She is practicing
of India. He has vast experience in various areas specialization in marketing management Chartered Accountant and has vast experience
including corporate strategy and fund raising. from the Adam Smith University of America, over 17 Years in the fields of finance, accounts,
United States of America. He has more than 37 audit, direct - indirect taxes, banking, treasury
years of professional experience. In the past, etc. She is presently associated with V.R.
he has been associated with Indo-Pharma Shah & Associates as a partner. She has been
Pharmaceutical Works Limited and Cadila the statutory and internal auditor for most
ATTENDANCE SLIP
14th Annual General Meeting –September 17, 2018 at 9:30 a.m.
I hereby certify that I am a registered member / proxy for the registered member of the company.
I hereby record my presence at the fourteenth Annual General Meeting of the Company being held on Monday, September 17, 2018
at 9:30 a.m. at H. T. Parekh Hall, The Ahmedabad Management Association, ATIRA Campus, Dr. Vikram Sarabhai Marg, University Area,
Ahmedabad 380015.
Joint holder 1
Joint holder 2
Signature of Member Signature of Proxy
Note: Please complete this slip in legible writing and hand it over at the entrance of meeting venue.
Members may please note the user id and password given below for the purpose of e-voting in terms of Section 108 and applicable
provisions of the Companies Act, 2013 and rules.
Shalby Limited
Regd. Off. Shalby Hospitals, Opp. Karnavati Club, S. G. Road, Ahmedabad 380015, Gujarat India
Phone +91 79 40203000 Fax : +91 79 40203109 email: companysecretary@shalby.in
CIN: L85110GJ2004PLC044667
CIN L85110GJ2004PLC044667
Name of Company Shalby Limited
Registered office Shalby Hospitals, Opp. Karnavati Club, S. G. Road, Ahmedabad 380015, Gujarat India
Name of Member
Registered Address
Email ID
Folio No. / DP ID & Client ID
I / We, being the member(s) of above Company holding __________ shares, hereby appoint below at Sr. No. 1 or failing him Sr. No. 2 or failing him
Sr. No. 3.
as my / our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 14th Annual General Meeting of the Company, to be held on
Monday, September 17, 2018 at 9:30 a.m. at H. T. Parekh Hall, The Ahmedabad Management Association, ATIRA Campus, Dr. Vikram Sarabhai Marg,
University Area, Ahmedabad 380015 and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No. Resolution For Against
1 Receive, consider and adopt the Audited Financial Statements (standalone and consolidated), the
reports of Board of Directors and Auditors thereon
2 Appointment of Mr. Shyamal Joshi, a Director retire by rotation
3. Appointment of M/s. T R Chadha & Co. LLP, Chartered Accountants, as Statutory Auditors of the
Company in place of existing Auditors.
4. Appointment of Mr. Ashok Bhatia as Non-Executive Non-Independent Director
5. Appointment of Mrs. Sujana Shah as Non-Executive Independent Director
6. Ratifying remuneration of Cost Auditor for the FY 2018-19
Notes:
1. The form of proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not later than 48
hours before the commencement of the Meeting.
2. It is optional to put ’x’ in the appropriate column against the resolutions indicated in the box. If you leave the ’For’ or ‘Against’ column blank
against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
"
Tel: +91 79 4020 3000 | Fax: +91 79 4020 3109 | Email: info@shalby.org | Web: www.shalby.org
Emergency: +91 79 4020 3111, +91 99240 23456